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

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

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

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

For the transition period from __________ to __________

                         Commission File Number: 1-8116
                                                 ------

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

                Ohio                                   31-0785108
--------------------------------------  ----------------------------------------
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                Identification Number)

     P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio 43017-0256
--------------------------------------------------------------------------------
         (Address of principal executive offices)                 (Zip Code)

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

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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES  X   NO    .
                                       ---     ---

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

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

Documents incorporated by reference:

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

                                       1
<PAGE>   2
PART 1
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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 January 2, 2000, there were 5,527 Wendy's restaurants
         (Wendy's) in operation in the United States and in 30 other countries
         and territories. Of these restaurants, 1,112 were operated by the
         Company and 4,415 by the Company's franchisees.

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

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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 a pita sandwich, chicken nuggets, chili, baked and french
         fried potatoes, prepared salads, desserts, soft drinks and other
         non-alcoholic beverages and children's meals. In addition, the
         restaurants sell a variety of promotional products on a limited basis.

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


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

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

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

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

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

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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
<PAGE>   3
TRADEMARKS AND SERVICE MARKS OF THE COMPANY

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

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SEASONALITY

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

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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.

                                       3
<PAGE>   4
ACQUISITIONS AND DISPOSITIONS

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

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

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INTERNATIONAL OPERATIONS

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

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FRANCHISED WENDY'S RESTAURANTS

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

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

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

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

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

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

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

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

                                       4
<PAGE>   5
FRANCHISED HORTONS UNITS

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

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

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

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

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ADVERTISING AND PROMOTIONS

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

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

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

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

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

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

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

                                       5
<PAGE>   6
PERSONNEL

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

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ITEM 2. PROPERTIES

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

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

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

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

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

                                       6
<PAGE>   7

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

<CAPTION>

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

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

                                       7
<PAGE>   8
ITEM 3. LEGAL PROCEEDINGS

         Not applicable.

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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 2000 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 2000 Proxy Statement.

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

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

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

         Not applicable.

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

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

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

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

         None.

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

EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

     Frederick R. Reed       51      Chief Financial Officer, Director                       1996

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

     George Condos           46      Executive Vice President                                1982

     Ronald E. Musick        59      Executive Vice President, Director                      1986

     Edward L. Austin        42      Senior Vice President                                   1990

     Emil J. Brolick         52      Senior Vice President                                   1988

     John F. Brownley        57      Senior Vice President and Treasurer                     1981

     Donald F. Calhoon       48      Senior Vice President                                   1984

     Kathie T. Chesnut       48      Senior Vice President                                   1990

     Joyce L. Eufemi         53      Senior Vice President                                   1993

     Stephen D. Farrar       49      Senior Vice President                                   1984

     Brion G. Grube          48      Senior Vice President                                   1990

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

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

     Kathleen A. McGinnis    48      Senior Vice President                                   1989

     Thomas J. Mueller       48      Senior Vice President                                   1998

     James J. Rieger         53      Senior Vice President                                   1994

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

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

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

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

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

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

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

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

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

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

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

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

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

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


PART IV

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

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

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

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

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

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

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

                    Notes to the Consolidated Financial Statements.

                    Report of Independent Accountants.

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

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

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

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

                    Agreement between the Company and Mr. Teter.

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

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

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

                    Amended and Restated Senior Executive Earnings Maximization
                    Plan.

                    Description of Earnings Maximization Plan.

                    Description of Management Incentive Plan.

                    Supplemental Executive Retirement Plan, as amended.

                    1978 Non-Qualified Stock Option Plan, as amended.

                    1982 Stock Option Plan, as amended.

                    1984 Stock Option Plan, as amended.

                    1987 Stock Option Plan, as amended.

                    1990 Stock Option Plan, as amended.

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

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

         (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
<PAGE>   12
SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
         Exchange Act of 1934, the Registrant has duly caused this report to be
         signed on its behalf by the undersigned, thereunto duly authorized.

                                       Wendy's International, Inc.

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

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

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

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

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

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

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

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

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

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


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

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

                                       12
<PAGE>   13
REPORT OF INDEPENDENT ACCOUNTANTS

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

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

Columbus, Ohio                               PricewaterhouseCoopers LLP
February 11, 2000

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

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

Columbus, Ohio                               PricewaterhouseCoopers LLP
March 31, 2000

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

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

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

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

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

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

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

                                       14
<PAGE>   15

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

<TABLE>
<CAPTION>
       Exhibit              Description                                        Where found

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*        Neither the Company nor its subsidiaries are party to any other
         instrument with respect to long-term debt for which securities
         authorized thereunder exceed 10 percent of the total assets of the
         Company and its subsidiaries on a consolidated basis. Copies of
         instruments with respect to long-term debt of lesser amounts will be
         furnished to the Commission upon request.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        21      Subsidiaries of the Registrant              Attached hereto.

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

        24      Powers of Attorney                          Attached hereto.

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

                                       17