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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 December 31, 2000
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( ) 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.
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(Exact name of Registrant as specified in its charter)
Ohio 31-0785108
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 614-764-3100
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which registered
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Common Shares, $.10 stated value New York, Boston, Chicago,
(114,664,000 shares outstanding Pacific and Philadelphia
at March 5, 2001) Stock Exchanges
$2.50 Term Convertible Securities, Series A New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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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 5, 2001 was $2,327,470,000.
Documents incorporated by reference:
Portions of the Annual Report to Shareholders set forth in the Financial
Statements and Other Information furnished with the Definitive 2001 Proxy
Statement dated March 6, 2001 are incorporated by reference into Parts I
and II.
Portions of the Definitive 2001 Proxy Statement dated March 6, 2001 are
incorporated by reference into Part III.
Exhibit index on pages 15-17.
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[WENDY'S LOGO]
Wendy's
International, Inc.
2000 Form 10-K
Wendy's International, Inc.
4288 West Dublin Granville Rd.
Dublin, Ohio 43017
www.wendys.com
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PART I
ITEM 1. BUSINESS
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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 December 31, 2000, there were
5,792 Wendy's restaurants (Wendy's) in operation in the United
States and in 26 other countries and territories. Of these
restaurants, 1,153 were operated by the Company and 4,639 by
the Company's franchisees.
Additionally, at December 31, 2000, the Company and its
franchisees operated 1,980 Tim Hortons (Hortons) restaurants
in Canada and the United States. Of these restaurants open at
December 31, 2000, only 105 were company operated.
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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 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, cappuccino, fresh baked goods
such as donuts, muffins, pies, croissants, tarts, cookies,
cakes, bagels and in some units sandwiches, soups and
fresh-baked breads.
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 franchisee who chooses to participate
in the distribution program.
Under the Hortons Canada 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
Canada restaurants primarily by Hortons' fleet of trucks and
trailers. Both company and franchise stores of Hortons U.S.
purchase products from a supplier that has been approved by
the Company.
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 December 31, 2000, the Bakery supplied 623
restaurants operated by the Company and 2,043 restaurants
operated by franchisees. At the present time, the Bakery does
not manufacture or sell any other products.
See Notes 6 and 13 on pages AA-17, AA-18, AA-21 and AA-22 of
the Financial Statements and Other Information furnished with
the Company's 2001 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.
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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.
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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 2001
to 2013, 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.
The Company entered into an Assignment of Rights Agreement
with R. David Thomas and his wife dated as of November 5, 2000
(the "Assignment"). The Company has used Mr. Thomas, Senior
Chairman of the Board and Founder, as a spokesperson and focal
point for its products and services for many years, and with
the efforts and attributes of Mr. Thomas has, through its
extensive investment in the advertising and promotional use of
Mr. Thomas' name, likeness, image, voice, caricature,
endorsement rights and photographs (the "Thomas Persona"),
made the Thomas Persona well known in the U.S. and throughout
North America and a valuable asset for both the Company and
Mr. Thomas. The elements comprising the Thomas Persona, taken
together, comprise property rights, transferrable at death and
otherwise. Under the terms of the Assignment the Company
acquired the entire right, title, interest and ownership in
and to the Thomas Persona, including the sole and exclusive
right to commercially use the Thomas Persona.
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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.
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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.
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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.
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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.
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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.
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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.
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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 8 and 9 on page AA-20 of the Financial Statements
and Other Information furnished with the Company's 2001 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. The Company has
granted development rights for the countries and territories
listed under Item 2 on page 7 of this Form 10-K.
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FRANCHISED WENDY'S RESTAURANTS
As of December 31, 2000, the Company's franchisees operated
4,639 Wendy's restaurants in 50 states, the District of
Columbia and 26 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 sales, as defined in the applicable agreement,
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.
Wendy's currently offers to qualified franchisees, pursuant to
its Franchise Real Estate Development program, the option of
having Wendy's locate and secure real estate for new store
development. Wendy's obtains all licenses and permits
necessary to construct and operate the restaurant, with the
franchisee having the option of building the restaurant or
having Wendy's construct it. The franchisee pays Wendy's a fee
for this service and reimburses Wendy's for all out-of-pocket
costs and expenses Wendy's incurs in locating, securing,
and/or constructing the new store.
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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 fees, usually 4%, based on the monthly
gross sales of the restaurant, as defined in the Agreements.
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 10 on
page AA-20 of the Financial Statements and Other Information
furnished with the Company's 2001 Proxy Statement
(Management's Review and Outlook and Note 10 are incorporated
herein by reference) for further information regarding
reserves, commitments and contingencies involving franchisees.
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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 of the restaurant, as
defined in the license agreement, 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, as defined in the license agreement. 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 of the restaurant, as defined in the
license agreement, 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, as defined in the license agreement.
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 sales, as defined in the
applicable agreement, 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(s). 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 2001, a systemwide vote was taken to increase the
national advertising contribution rate to 3% for fiscal years
ended 2002 and 2003 and reduce the local and regional
advertising rate to 1%. In 2004, these minimum requirements
will revert back to 2% for national and 2% for local and
regional advertising unless a new systemwide vote in 2003
approves reallocation for 2004.
In 2000, 1999 and 1998, approximately $152 million, $144
million and $126 million, respectively, was 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 Wendy's Canada franchise and corporate
restaurants are advertised through television, radio and a
variety of promotional campaigns. Wendy's Canadian Advertising
Program Inc. (WCAP) provides Wendy's Canada corporate and
franchise restaurants (excluding Quebec, where all advertising
is done locally) with in-store advertising and promotional
materials. WCAP currently collects approximately 2.75% of
monthly gross sales, as defined in the franchise agreement,
from Wendy's Canada franchise and corporate restaurants
(excluding Quebec) as contributions to this fund. During 2000,
1999 and 1998, approximately $8.8 million, $8.1 million and
$7.4 million, respectively, was spent by WCAP.
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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, as defined in
the franchise agreement, from franchisees as a contribution to
the Tim Hortons Advertising and Promotion Fund (Canada) Inc.
(Ad Fund). For the 2001 calendar year, the contribution
percentage was voluntarily and temporarily reduced to 3.75%
pursuant to a decision made by the franchisees. Tim Hortons
U.S. collects 4% of monthly gross sales, as defined in the
franchise agreement, from franchisees as a contribution to The
Tim's National Advertising Program (TNAP). During 2000, 1999
and 1998, approximately $49 million, $40 million and $33
million, respectively, was spent by the Ad Fund and
approximately $4.5 million, $4 million and $3 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 gross
sales of their restaurants, as defined in the franchise
agreement, 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.
See Note 12 on page AA-21 of the Financial Statements and
Other Information furnished with the Company's 2001 Proxy
Statement, which Note is incorporated herein by reference, for
further information regarding advertising.
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PERSONNEL
As of December 31, 2000, the Company employed approximately
44,000 people, of whom approximately 41,000 were employed in
company operated restaurants. The total number of full-time
employees at that date was approximately 7,700. The Company
believes that its employee relations are satisfactory.
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ITEM 2. PROPERTIES
Wendy's uses outside contractors in the construction of its
restaurants. The 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.
Hortons uses outside contractors in the construction of its
restaurants. The restaurants are built to Company
specifications as to exterior style and interior decor. The
standard Hortons restaurant currently being built consists of
a free-standing producing unit ranging from 2,500 to 3,030
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 restaurants ranging from 550 to 2,250 square feet without
bakery facilities, 550 to 800 square feet drive-through-only
units, 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.
The Company remodels its restaurants on a periodic basis to
maintain a fresh image, providing convenience for its
customers and increasing the overall efficiency of restaurant
operations.
At December 31, 2000, the Company and its franchisees operated
5,792 Wendy's restaurants in the locations listed under Item 2
on page 7 of this Form 10-K. Of the 1,153 company operated
Wendy's restaurants, the Company owned the land and building
for 512 restaurants, owned the building and held long-term
land leases for 387 restaurants and held leases covering land
and building for 254 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, 497 Wendy's restaurant locations which were leased
or subleased to franchisees. Surplus land and buildings are
generally held for sale.
At December 31, 2000, there were 1,980 Hortons units, of which
all but 105 were franchise operated. Of the 1,875 franchised
units, 359 were owned by Hortons and leased to franchisees,
1,076 were leased by Hortons and in turn subleased to a
franchisee, with the remainder either owned or leased directly
by the franchisee.
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DOMESTIC WENDY'S DOMESTIC TIM HORTONS
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STATE COMPANY FRANCHISE COMPANY FRANCHISE
Alabama - 97 - -
Alaska - 10 - -
Arizona 33 41 - -
Arkansas - 54 - -
California 14 193 - -
Colorado 35 69 - -
Connecticut 1 32 - -
Delaware - 18 - -
Florida 105 293 - -
Georgia 39 206 - -
Idaho - 21 - -
Illinois 87 106 - -
Indiana 3 163 - -
Iowa - 38 - -
Kansas 16 49 - -
Kentucky 2 116 1 -
Louisiana 54 51 - -
Maine 2 14 3 2
Maryland - 112 - -
Massachusetts 48 24 - -
Michigan 33 195 23 22
Minnesota 25 21 - -
Mississippi 1 72 - -
Missouri 18 62 - -
Montana - 15 - -
Nebraska - 32 - -
Nevada - 46 - -
New Hampshire 2 20 - -
New Jersey 15 104 - -
New Mexico - 32 - -
New York 59 146 - 22
North Carolina 30 175 - -
North Dakota - 8 - -
Ohio 113 304 30 15
Oklahoma - 41 - -
Oregon 15 40 - -
Pennsylvania 80 162 - -
Rhode Island 5 11 - -
South Carolina - 105 - -
South Dakota - 9 - -
Tennessee - 171 - -
Texas 72 256 - -
Utah 41 17 - -
Vermont - 3 - -
Virginia 41 139 - -
Washington 26 38 - -
West Virginia 19 48 1 1
Wisconsin - 63 - -
Wyoming - 13 - -
District of Columbia - 6 - -
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1,034 4,061 58 62
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INTERNATIONAL WENDY'S INTERNATIONAL TIM HORTONS
--------------------- -------------------------
COUNTRY/TERRITORY COMPANY FRANCHISE COMPANY FRANCHISE
Aruba - 3 - -
Bahamas - 5 - -
Canada 114 210 47 1,813
Cayman Islands - 1 - -
Colombia - 3 - -
Curacao - 2 - -
Dominican Republic - 6 - -
El Salvador - 7 - -
Greece - 9 - -
Guam 4 - - -
Guatemala - 7 - -
Hawaii 1 4 - -
Honduras - 16 - -
Hungary - 3 - -
Iceland - 1 - -
Indonesia - 27 - -
Jamaica - 2 - -
Japan - 100 - -
Mexico - 9 - -
New Zealand - 12 - -
Panama - 2 - -
Philippines - 49 - -
Puerto Rico - 35 - -
Saudi Arabia - 13 - -
United Kingdom - 3 - -
Venezuela - 47 - -
Virgin Islands - 2 - -
---- --- ---- -----
119 578 47 1,813
---- --- ---- -----
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ITEM 3. LEGAL PROCEEDINGS
Not applicable.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
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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 2001 Proxy Statement.
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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 2001 Proxy Statement.
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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 2001 Proxy Statement is incorporated herein by
reference.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is incorporated herein by reference from page
AA-5 of the Management's Review and Outlook in the Financial
Statements and Other Information furnished with the Company's
2001 Proxy Statement.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Company at
December 31, 2000 and January 2, 2000, and for each of the
three fiscal years in the periods ended December 31, 2000,
January 2, 2000 and January 3, 1999, 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 2001 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. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
8
10
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
NAME AGE POSITION WITH COMPANY OFFICER SINCE
R. David Thomas 68 Senior Chairman of the Board and Founder, Director 1969
John T. Schuessler 50 Chief Executive Officer and President, Director 1983
Kerrii B. Anderson 43 Executive Vice President and Chief Financial Officer, Director 2000
Thomas J. Mueller 49 President and Chief Operating Officer - Wendy's North America 1998
Donald F. Calhoon 49 Executive Vice President 1984
Kathie T. Chesnut 49 Executive Vice President 1990
George Condos 47 Executive Vice President 1982
Kathleen A. McGinnis 49 Executive Vice President 1989
Ronald E. Musick 60 Executive Vice President, Director 1986
Edward L. Austin 43 Senior Vice President 1990
John F. Brownley 58 Senior Vice President and Treasurer 1981
Edward K. Choe 41 Senior Vice President 1998
Joyce L. Eufemi 54 Senior Vice President 1993
Stephen D. Farrar 50 Senior Vice President 1984
Brion G. Grube 49 Senior Vice President 1990
Lawrence A. Laudick 53 Senior Vice President, General Controller and Assistant Secretary 1976
Leon M. McCorkle, Jr. 60 Senior Vice President, General Counsel and Secretary 1998
Jack C. Whiting 51 Senior Vice President 1987
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.
Except as set forth below, each of the above individuals has
held the same principal occupation with the Company for at
least the last five years.
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.
Mrs. Anderson joined the Company in 2000 as Executive Vice
President and Chief Financial Officer. Prior to joining the
Company, Mrs. Anderson had held the titles of Senior Vice
President and Chief Financial Officer of M/I Schottenstein
Homes, Inc. since 1987. She was also Secretary of M/I
Schottenstein Homes, Inc. from 1987 to 1994 and Assistant
Secretary from 1994 until she joined the Company.
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. In 2000, Mr. Mueller
was named President and Chief Operating Officer - Wendy's
North America. 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. 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. In 2000, Mr. Calhoon was
named Executive Vice President, Corporate Marketing.
9
11
Mrs. Chesnut joined the Company in 1990 as Vice President,
Special Projects. In 1991, Mrs. Chesnut was named Vice
President, Research and Development and in 1994, she was
promoted to Senior Vice President, Research and Development,
Quality Assurance and Purchasing. In 2000, Mrs. Chesnut was
promoted to Executive Vice President, Research and
Development, Quality Assurance and Supply Chain Management.
Prior to joining the Company, she was with Showbiz Pizza Time,
Inc. as Director of Research and Development.
Mrs. McGinnis joined the Company in 1989 as Senior Vice
President - Human Resources and Training. In 2000, Mrs.
McGinnis was named Executive Vice President - Human Resources
and Training.
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. Choe joined the Company in 1996 and was promoted to
Division Vice President for the Northeast Region in 1998. In
2000 Mr. Choe was named Senior Vice President of the Northeast
Region. Prior to joining the Company, Mr. Choe had 13 years of
experience with one of the Company's franchisees, Wenco Food
Systems, where his most recent position was Chief Operating
Officer.
Mr. Grube joined the Company in 1990 as Division Vice
President and was promoted to Senior Vice President - Canada
in 1993. In January 2001, Mr. Grube was promoted to Senior
Vice President - International Wendy's. Before joining the
Company, Mr. Grube was with Imperial Savings Association from
1988 to 1990. Prior to that time, Mr. Grube spent 12 years
with Pizza Hut, Inc.
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. He was also named Secretary of
the Company in 2000. Prior to joining the Company, he was a
senior partner of Vorys, Sater, Seymour and Pease LLP.
The information required by these Items, other than the
information set forth above, is omitted and incorporated
herein by reference from the Company's 2001 Proxy Statement
dated March 6, 2001. However, no information set forth in the
2001 Proxy Statement regarding the Audit Committee Report
(pages 7-8), the Report of the Compensation Committee on
Executive Compensation (pages 11-14) or the performance graph
(page 15) 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 2001
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
December 31, 2000, January 2, 2000 and January 3,
1999.
Consolidated Balance Sheets - December 31, 2000 and
January 2, 2000.
Consolidated Statements of Cash Flows - Years ended
December 31, 2000, January 2, 2000 and January 3,
1999.
Consolidated Statements of Shareholders' Equity -
Years ended December 31, 2000, January 2, 2000 and
January 3, 1999.
Consolidated Statements of Comprehensive Income -
Years ended December 31, 2000, January 2, 2000 and
January 3, 1999.
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. Brownley, Calhoon, Condos, Grube,
Laudick, McCorkle, Mueller, Musick, Rath, Schuessler,
Thomas, Mrs. Anderson, Mrs. Chesnut and Mrs.
McGinnis.
Sample Key Executive Agreement between the Company,
The TDL Group Ltd. and Mr. House.
Assignment of Rights Agreement between the Company
and Mr. Thomas.
Employment Agreement between The TDL Group Ltd. (a
subsidiary of the Company) and Mr. Joyce.
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.
10
12
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) No report on Form 8-K was filed during the quarter
ended December 31, 2000.
(c) Exhibits filed with this report are listed in the
Index to Exhibits.
(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
13
--------------------------------------------------------------------------------
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/ KERRII B. ANDERSON 3/26/01
---------------------------------------------
Kerrii B. Anderson
Executive Vice President
and 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.
/s/ R. DAVID THOMAS* 3/26/01 /s/ RONALD V. JOYCE* 3/26/01
-------------------------------------------- -----------------------------------------
R. David Thomas, Ronald V. Joyce, Director
Senior Chairman of the Board and
Founder, Director
/s/ JOHN T. SCHUESSLER* 3/26/01 /s/ KERRII B. ANDERSON 3/26/01
-------------------------------------------- -----------------------------------------
John T. Schuessler, Chief Executive Officer Kerrii B. Anderson, Executive Vice President
and President, Director and Chief Financial Officer, Director
/s/ RONALD E. MUSICK* 3/26/01 /s/ PAUL D. HOUSE* 3/26/01
-------------------------------------------- -----------------------------------------
Ronald E. Musick, Executive Vice Paul D. House, Director
President, Director
/s/ LAWRENCE A. LAUDICK* 3/26/01 /s/ ERNEST S. HAYECK* 3/26/01
-------------------------------------------- -----------------------------------------
Lawrence A. Laudick, Senior Vice Ernest S. Hayeck, Director
President, General Controller
and Assistant Secretary
/s/ JANET HILL* 3/26/01 /s/ THOMAS F. KELLER* 3/26/01
-------------------------------------------- -----------------------------------------
Janet Hill, Director Thomas F. Keller, Director
/s/ WILLIAM E. KIRWAN* 3/26/01 /s/ TRUE H. KNOWLES* 3/26/01
-------------------------------------------- -----------------------------------------
William E. Kirwan, Director True H. Knowles, Director
/s/ DAVID P. LAUER* 3/26/01 /s/ ANDREW G. McCAUGHEY* 3/26/01
-------------------------------------------- -----------------------------------------
David P. Lauer, Director Andrew G. McCaughey, Director
/s/ THEKLA R. SHACKELFORD* 3/26/01
-------------------------------------------- -----------------------------------------
James V. Pickett, Director Thekla R. Shackelford, Director
*By /s/ KERRII B. ANDERSON 3/26/01
-----------------------------------------
Kerrii B. Anderson,
Attorney-in-Fact
12
14
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 9, 2001, appearing on page
AA-24 of the Financial Statements and Other Information
furnished with the 2001 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 /s/ PricewaterhouseCoopers LLP
February 9, 2001
--------------------------------------------------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements 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, 333-83973 and
333-42478) of Wendy's International, Inc. of our reports dated
February 9, 2001, on our audits of the consolidated financial
statements and financial statement schedule of Wendy's
International, Inc. and Subsidiaries as of December 31, 2000
and January 2, 2000 and for the years ended December 31, 2000,
January 2, 2000 and January 3, 1999, which appear or are
incorporated by reference in this Annual Report on Form 10-K.
Columbus, Ohio /s/ PricewaterhouseCoopers LLP
March 26, 2001
PricewaterhouseCoopers LLP
13
15
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS)
BALANCE AT CHARGED (CREDITED) BALANCE AT
BEGINNING TO COSTS & ADDITIONS END OF
CLASSIFICATION OF YEAR EXPENSES (DEDUCTIONS) (a) YEAR
Fiscal year ended December 31, 2000:
Reserve for royalty receivables $ 1,663 $ 380 $ (426) $ 1,617
Reserve for possible franchise-
related losses & contingencies 6,012 1,106 (438) 6,680
-------- -------- -------- --------
$ 7,675 $ 1,486 $ (864) $ 8,297
-------- -------- -------- --------
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
-------- -------- -------- --------
(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 2 to the Consolidated
Financial Statements).
Year-end balances are reflected in the Consolidated Balance Sheet as follows:
DECEMBER 31, JANUARY 2, JANUARY 3,
2000 2000 1999
---- ---- ----
Deducted from accounts receivable $ 5,544 $ 5,362 $ 7,816
Deducted from notes receivable - current 114 467 596
Deducted from notes receivable - long-term 2,639 1,846 11,350
Included in accrued expenses - other 518
------- ------- -------
$ 8,297 $ 7,675 $20,280
------- ------- -------
14
16
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION WHERE FOUND
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 International, January 5, 1996.
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 4,
and the Irrevocable Trust for the Benefit of 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 3,
Wendy's International, Inc., WENTIM, LTD. 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 25, 2(f) of Form 10-K for the year ended January 3,
1999, by and among Wendy's International, 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 Incorporated herein by reference to Exhibit 2.5
December 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 29, to Ronald V. Joyce's Schedule 13D, dated
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 2(k) of Form 10-K for the year ended January 3,
February 25, 1999, by and between the 1999.
Irrevocable 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
(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 3,
and between the Irrevocable Trust for the 1999.
Benefit of Ronald V. Joyce and Ronald V. Joyce
15
17
(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, dated
International, Inc. and Ronald V. Joyce 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 3,
1999, by and between Wendy's International, 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 of Form 10-Q for the quarter
ended July 2, 2000.
*4(a) Indenture between the Company and The Incorporated herein by reference from
Huntington National Bank pertaining to 7% Form S-3 Registration Statement, File No.
debentures and 6.35% notes due December 15, 33-57101.
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 Exhibit 1
between the Company and American Stock of Amendment No. 2 to Form 8-A/A
Transfer and Trust Company Registration Statement, File No. 1-8116, filed
on December 8, 1997.
(j) Amendment No. 1 to the Amended and Restated Incorporated herein by reference from Exhibit 2
Rights Agreement between the Company and of Amendment No. 3 to Form 8-A/A
American Stock Transfer and Trust Company Registration Statement, File No. 1-8116, filed
on January 26, 2001.
10(a) Sample Restated Key Executive Agreement Incorporated herein by reference from Exhibit
between the Company and Messrs. Brownley, 10(a) of Form 10-K for the year ended January 3,
Calhoon, Condos, Grube, Laudick, McCorkle, 1999.
Mueller, Musick, Rath, Schuessler, Thomas,
Mrs. Anderson, Mrs. Chesnut and Mrs. McGinnis
* 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
18
(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) Assignment of Rights Agreement between Attached hereto.
the Company and Mr. Thomas
(d) Employment Agreement between The Incorporated herein by reference from
TDL Group Ltd. (a subsidiary 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 Exhibit
as amended 10(j) of Form 10-K for the year ended December
31, 1995.
(k) 1978 Non-Qualified Stock Option Plan, Incorporated herein by reference from Exhibit
as amended 10(k) of Form 10-K for the year ended January
2, 2000.
(l) 1982 Stock Option Plan, as amended Incorporated herein by reference from Exhibit
10(l) of Form 10-K for the year ended January
2, 2000.
(m) 1984 Stock Option Plan, as amended Incorporated herein by reference from Exhibit
10(m) of Form 10-K for the year ended January
2, 2000.
(n) 1987 Stock Option Plan, as amended Incorporated herein by reference from Exhibit
10(n) of Form 10-K for the year ended January
2, 2000.
(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 Shareholders Incorporated herein by reference from the
set forth in the Financial Statements and Other Financial Statements and Other information
Information furnished with the Company's furnished with the Company's Definitive 2001
Definitive 2001 Proxy Statement, dated Proxy Statement, dated March 6, 2001.
March 6, 2001, 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
17