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 30, 2001
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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,
(106,717,000 shares outstanding Pacific and Philadelphia
at March 4, 2002) 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 4, 2002 was $3,315,725,000.
Documents incorporated by reference:
Portions of the Annual Report to Shareholders set forth in the Financial
Statements and Other Information furnished with the Definitive 2002 Proxy
Statement dated March 5, 2002 are incorporated by reference into Parts I
and II. Portions of the Definitive 2002 Proxy Statement dated March 5,
2002 are incorporated by reference into Part III.
Exhibit index on pages 15-17.
1
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 30,
2001, there were 6,043 Wendy's restaurants (Wendy's) in
operation in the United States and in 26 other countries
and territories. Of these restaurants, 1,228 were operated
by the Company and 4,815 by the Company's franchisees.
Additionally, at December 30, 2001, the Company and its
franchisees operated 2,163 Tim Hortons (Hortons)
restaurants in Canada and the United States. Of these
restaurants open at December 30, 2001, only 97 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 30, 2001, the Bakery
supplied 650 restaurants operated by the Company and 2,104
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-20, AA-21, AA-25 and AA-26
of the Financial Statements and Other Information furnished
with the Company's 2002 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.
2
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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 2002 to 2014, 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 the Company's Founder, R. David Thomas, and his wife
dated as of November 5, 2000 (the "Assignment"). The
Company has used Mr. Thomas, who was Senior Chairman of the
Board until his death on January 8, 2002, 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. 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.
In 2001, the Company acquired rights for the continued use
of the name and likeness of Mr. Ronald V. Joyce, a former
director of the Company, following his retirement from the
Company in 2001.
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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.
3
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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-23 of the Financial Statements
and Other Information furnished with the Company's 2002
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 30, 2001, the Company's franchisees operated
4,815 Wendy's restaurants in 50 states, the District of
Columbia and 25 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 Unit 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.
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
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.
The Wendy's Unit Franchise Agreement requires that the
franchisee pay a royalty of 4% of gross sales, as defined
in the agreement, from the operation of the restaurant. The
agreement typically requires that the franchisee pay the
Company a technical assistance fee. In the United States,
the technical assistance fee required under newly executed
Unit Franchise Agreement 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.
4
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-10
and Note 10 on page AA-23 of the Financial Statements and
Other Information furnished with the Company's 2002 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, the internet 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.
In 1999, a systemwide vote was taken to approve
reallocation of the 4% advertising and promotions
percentage through the end of fiscal year 2001, such that
the 4% was reallocated as 2.5% toward national advertising
and 1.5% toward local and regional advertising. 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 reapproves
reallocation for 2004.
In 2001, 2000 and 1999, approximately $162 million, $152
million and $144 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 in 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 2001, 2000 and 1999,
approximately $9.7 million, $9.0 million and $8.1 million,
respectively, was spent by WCAP.
5
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 2001, 2000 and 1999,
approximately $51 million, $48 million and $40 million,
respectively, was spent by the Ad Fund and approximately
$5.8 million, $4.5 million and $4 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-24 and AA-25 of the Financial
Statements and Other Information furnished with the
Company's 2002 Proxy Statement, which Note is incorporated
herein by reference, for further information regarding
advertising.
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PERSONNEL
As of December 30, 2001, 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 8,400.
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 30, 2001, the Company and its franchisees
operated 6,043 Wendy's restaurants in the locations listed
under Item 2 on page 7 of this Form 10-K. Of the 1,228
company operated Wendy's restaurants, the Company owned the
land and building for 541 restaurants, owned the building
and held long-term land leases for 433 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, 546
Wendy's restaurant locations which were leased or subleased
to franchisees. Surplus land and buildings are generally
held for sale.
At December 30, 2001, there were 2,163 Hortons units, of
which all but 97 were franchise operated. Of the 2,066
franchised units, 404 were owned by Hortons and leased to
franchisees, 1,195 were leased by Hortons and in turn
subleased to a franchisee, with the remainder either owned
or leased directly by the franchisee.
6
DOMESTIC WENDY'S DOMESTIC TIM HORTONS
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STATE COMPANY FRANCHISE COMPANY FRANCHISE
Alabama - 98 - -
Alaska - 10 - -
Arizona 36 44 - -
Arkansas - 56 - -
California 20 203 - -
Colorado 38 72 - -
Connecticut 2 33 - -
Delaware - 18 - -
Florida 113 310 - -
Georgia 41 218 - -
Idaho - 22 - -
Illinois 92 109 - -
Indiana 3 165 - -
Iowa - 41 - -
Kansas 16 50 - -
Kentucky 3 123 1 -
Louisiana 55 57 - -
Maine 2 17 3 2
Maryland - 111 - -
Massachusetts 50 27 - -
Michigan 35 205 23 30
Minnesota 27 23 - -
Mississippi 4 72 - -
Missouri 23 64 - -
Montana - 15 - -
Nebraska - 33 - -
Nevada - 48 - -
New Hampshire 3 20 - -
New Jersey 16 109 - -
New Mexico - 34 - -
New York 63 145 2 27
North Carolina 31 182 - -
North Dakota - 7 - -
Ohio 107 322 27 23
Oklahoma - 41 - -
Oregon 17 40 - -
Pennsylvania 82 168 - -
Rhode Island 7 11 - -
South Carolina - 112 - -
South Dakota - 9 - -
Tennessee - 172 - -
Texas 72 275 - -
Utah 48 17 - -
Vermont - 2 - -
Virginia 42 145 - -
Washington 27 38 - -
West Virginia 21 47 1 1
Wisconsin - 60 - -
Wyoming - 13 - -
District of Columbia - 6 - -
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1,096 4,219 57 83
===== ===== == ==
INTERNATIONAL WENDY'S INTERNATIONAL TIM HORTONS
--------------------- -------------------------
COUNTRY/TERRITORY COMPANY FRANCHISE COMPANY FRANCHISE
Aruba - 3 - -
Bahamas - 5 - -
Canada 127 212 40 1,983
Cayman Islands - 2 - -
Colombia - 3 - -
Curacao - 1 - -
Dominican Republic - 6 - -
El Salvador - 7 - -
Greece - 9 - -
Guam 3 - - -
Guatemala - 7 - -
Hawaii 2 4 - -
Honduras - 16 - -
Hungary - 7 - -
Iceland - 1 - -
Indonesia - 28 - -
Jamaica - 2 - -
Japan - 96 - -
Mexico - 14 - -
New Zealand - 14 - -
Panama - 4 - -
Philippines - 42 - -
Puerto Rico - 41 - -
Saudi Arabia - 13 - -
United Kingdom - 2 - -
Venezuela - 55 - -
Virgin Islands - 2 - -
----- ----- -- --
132 596 40 1,983
===== ===== == =====
7
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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-30 of the Financial Statements and Other
Information furnished with the Company's 2002 Proxy
Statement.
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ITEM 6. SELECTED FINANCIAL DATA
This information is incorporated herein by reference from
page AA-30 of the Financial Statements and Other
Information furnished with the Company's 2002 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-10
of the Financial Statements and Other Information furnished
with the Company's 2002 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-6 of the Management's Review and Outlook in the
Financial Statements and Other Information furnished with
the Company's 2002 Proxy Statement.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Company at
December 30, 2001 and December 31, 2000, and for each of
the three fiscal years in the periods ended December 30,
2001, December 31, 2000 and January 2, 2000, and the Report
of Independent Accountants on these Consolidated Financial
Statements are incorporated herein by reference from pages
AA-11 through AA-28 of the Financial Statements and Other
Information furnished with the Company's 2002 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
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
John T. Schuessler 51 Chairman of the Board, Chief Executive Officer and 1983
President, Director
Kerrii B. Anderson 44 Executive Vice President and Chief Financial Officer,
Director 2000
Thomas J. Mueller 50 President and Chief Operating Officer -
Wendy's North America 1998
Donald F. Calhoon 50 Executive Vice President 1984
Kathie T. Chesnut 50 Executive Vice President 1990
George Condos 48 Executive Vice President 1982
Leon M. McCorkle, Jr. 61 Executive Vice President, General Counsel and Secretary 1998
Kathleen A. McGinnis 50 Executive Vice President 1989
Ronald E. Musick 61 Executive Vice President, Director 1986
John F. Brownley 59 Senior Vice President and Treasurer 1981
Jonathan F. Catherwood 40 Senior Vice President 2001
John M. Deane 47 Senior Vice President 2001
Brion G. Grube 50 Senior Vice President 1990
Lawrence A. Laudick 54 Senior Vice President, General Controller and 1976
Assistant Secretary
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 1976. 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. Schuessler was also named Chairman
of the Board on May 1, 2001.
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.
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. In 2001, Mrs. Chesnut assumed the responsibilities for
corporate business development. Prior to joining the Company, she was with
Showbiz Pizza Time, Inc. as Director of Research and Development.
9
Mr. McCorkle joined the Company in 1998 as Senior Vice President and General
Counsel. He was also named Secretary of the Company in 2000. In 2001, Mr.
McCorkle was named Executive Vice President. Prior to joining the Company, he
was a senior partner of Vorys, Sater, Seymour and Pease LLP.
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. Catherwood joined the Company in 2001 as Senior Vice President of Mergers
and Acquisitions. Prior to joining the Company, he was a general partner at the
Windsor Group, LLC.
Mr. Deane joined the Company in 2001 as Senior Vice President and Chief
Information Officer. Prior to joining the Company, he was President of Clipper
Management Inc. from 1999 to 2001. Prior to that time, Mr. Deane was Chief
Information Officer of MedPartners Inc., now Caremark Rx, Inc.
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.
The information required by these Items, other than the information set forth
above, is omitted and incorporated herein by reference from the Company's 2002
Proxy Statement dated March 5, 2002. However, no information set forth in the
2002 Proxy Statement regarding the Audit Committee Report (page 10), the Report
of the Compensation Committee on Executive Compensation (pages 13-16) or the
performance graph (page 17) 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 2002 Proxy Statement on
pages AA-11 to AA-28 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 30, 2001,
December 31, 2000 and January 2, 2000.
Consolidated Balance Sheets - December 30, 2001 and December 31, 2000.
Consolidated Statements of Cash Flows - Years ended December 30, 2001,
December 31, 2000 and January 2, 2000.
Consolidated Statements of Shareholders' Equity - Years ended
December 30, 2001, December 31, 2000 and January 2, 2000.
Consolidated Statements of Comprehensive Income - Years ended
December 30, 2001, December 31, 2000 and January 2, 2000.
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, Catherwood, Condos, Grube, Laudick,
McCorkle, Mueller, Musick, Schuessler, and Mmes. Anderson, Chesnut and
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.
Senior Executive Annual Performance Plan.
Executive Annual Performance Plan.
Supplemental Executive Retirement Plan, as amended.
First Amendment to the Supplemental Executive Retirement Plan.
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.
10
(b) The Company filed one Report on Form 8-K during the
quarter ended December 30, 2001. The Form 8-K filed
October 18, 2001 announced (under Item 5) the Company's
purchase of 9,708,738 exchangeable shares of WENTIM,
LTD., a subsidiary of the Company. The shares were
exchangeable into 9,708,738 common shares of the
Company, from Ronald V. Joyce and entities wholly owned
by Mr. Joyce. The purchase price per share was $25.75,
a 3% discount to the closing price of the Company's
common shares on October 18, 2001. The transaction
reduces the Company's shares outstanding by 9,708,738.
As part of the transaction, Mr. Joyce retired from
service as a director of the Company and as an officer
and director of several subsidiaries of the Company.
Mr. Joyce continues to own 5,741,262 exchangeable
shares. As part of the transaction, the date by which
those shares must be exchanged into common shares of
the Company under the existing agreements with the
Company was changed from December 29, 2005, to January
2, 2003. Mr. Joyce also agreed to reduce the number of
registrations he can demand under the existing
Registration Rights Agreement with the Company with
respect to the remaining exchangeable shares from eight
to two.
The agreement with Mr. Joyce also terminated his
employment agreement with one of the subsidiaries of
the Company and provides for Mr. Joyce's availability
as a consultant regarding employee and franchisee
relationships and related operations, appearances at
meetings and special events, and the continued use of
Mr. Joyce's name and likeness, in consideration of a
cash payment of $5,737,704.92 ($3,500,000 plus Alberta
and Canadian federal taxes).
The Company used approximately $50 million in available
cash to complete the transaction and borrowed the
remainder.
A copy of the press release dated October 18, 2001 was
attached.
(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
-------------------------------------------------------------------------------
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 3/26/02
---------------------------------------
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/ JOHN T. SCHUESSLER* 3/26/02 /s/ KERRII B. ANDERSON 3/26/02
----------------------------------------------------------------- -----------------------------------------
John T. Schuessler, Chairman of the Board, Kerrii B. Anderson, Executive Vice President
Chief Executive Officer and President, Director and Chief Financial Officer, Director
/s/ RONALD E. MUSICK* 3/26/02 /s/ PAUL D. HOUSE* 3/26/02
----------------------------------------------------------------- -----------------------------------------
Ronald E. Musick, Executive Vice Paul D. House, Director
President, Director
/s/ LAWRENCE A. LAUDICK* 3/26/02 /s/ ERNEST S. HAYECK* 3/26/02
----------------------------------------------------------------- -----------------------------------------
Lawrence A. Laudick, Senior Vice Ernest S. Hayeck, Director
President, General Controller
and Assistant Secretary
/s/ JANET HILL* 3/26/02 /s/ THOMAS F. KELLER* 3/26/02
----------------------------------------------------------------- -----------------------------------------
Janet Hill, Director Thomas F. Keller, Director
/s/ WILLIAM E. KIRWAN* 3/26/02 /s/ TRUE H. KNOWLES* 3/18/02
----------------------------------------------------------------- -----------------------------------------
William E. Kirwan, Director True H. Knowles, Director
/s/ DAVID P. LAUER* 3/26/02 /s/ ANDREW G. McCAUGHEY* 3/26/02
----------------------------------------------------------------- -----------------------------------------
David P. Lauer, Director Andrew G. McCaughey, Director
/s/ JAMES F. MILLAR* 3/20/02 /s/ JAMES V. PICKETT* 3/26/02
----------------------------------------------------------------- -----------------------------------------
James F. Millar, Director James V. Pickett, Director
/s/ THEKLA R. SHACKELFORD* 3/26/02
-----------------------------------------------------------------
Thekla R. Shackelford, Director
*By /s/ KERRII B. ANDERSON 3/26/02
-----------------------------------------
Kerrii B. Anderson,
Attorney-in-Fact
12
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 8, 2002, appearing
on page AA-28 of the Financial Statements and Other
Information furnished with the 2002 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 8, 2002
--------------------------------------------------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 (File No. 333-71102) and
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, 333-42478 and 333-65990) of Wendy's
International, Inc. of our reports dated February 8, 2002,
on our audits of the consolidated financial statements and
financial statement schedule of Wendy's International, Inc.
and Subsidiaries as of December 30, 2001, and December 31,
2000 and for the years ended December 30, 2001, December
31, 2000 and January 2, 2000, which appear or are
incorporated by reference in this Annual Report on Form
10-K.
Columbus, Ohio /s/ PricewaterhouseCoopers LLP
March 26, 2002
PricewaterhouseCoopers LLP
13
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 30, 2001:
Reserve for royalty receivables $ 1,617 $ 133 $ 187 $1,937
Reserve for possible franchise-
related losses & contingencies 6,680 1,965 (1,530) 7,115
------ ------ --------- -------
$ 8,297 $2,098 $ (1,343) $9,052
------ ------ --------- -------
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
------ ------ --------- -------
(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 a
franchisee settlement in Argentina.
Year-end balances are reflected in the Consolidated Balance Sheet as follows:
DECEMBER 30, DECEMBER 31, JANUARY 2,
2001 2000 2000
---- ---- ----
Deducted from accounts receivable $8,057 $5,544 $5,362
Deducted from notes receivable - current 276 114 467
Deducted from notes receivable - long-term 719 2,639 1,846
------ ------ ------
$9,052 $8,297 $7,675
====== ====== ======
14
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 1998.
of 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 January 5, 1996.
Ontario 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 January 5, 1996.
Inc., 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, 2(m) of Form 10-K for the year ended January 3,
by and between the Irrevocable Trust for 1999.
the Benefit of Ronald V. Joyce and Ronald V.
Joyce
15
(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
(p) Agreement between Wendy's International, Inc. Incorporated by reference from Exhibit 2 of
and Ronald V. Joyce dated October 18, 2001. Form 8-K filed on October 19, 2001.
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 Exhibit 4
Huntington National Bank pertaining to 7% of 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) Indenture between the Company and Bank Attached hereto.
One, National Association, pertaining to
6.25% senior notes due November 15, 2011.
(j) 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.
(k) 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.
* 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
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, Catherwood, Condos, Grube, Laudick, 1999.
McCorkle, Mueller, Musick, Schuessler, and
Mmes. Anderson, Chesnut and McGinnis
(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 Incorporated herein by reference from Exhibit
the Company and Mr. Thomas 10(c) of Form 10-K for the year ended
December 31, 2000.
(d) Senior Executive Annual Performance Plan Incorporated herein by reference from Annex B to
the Company's Definitive 2002 Proxy Statement,
dated March 5, 2002.
(e) Executive Annual Performance Plan Attached hereto.
(f) 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.
(g) First Amendment to the Supplemental Attached hereto.
Executive Retirement Plan
(h) 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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 2002
with the Company's Definitive 2002 Proxy Proxy Statement, dated March 5, 2002.
Statement, dated March 5, 2002, 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