<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 3, 1999

( )   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,
 (124,110,000 shares outstanding               Pacific and Philadelphia
      at February 22, 1999)                         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

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. ________

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at February 22, 1999 was $2,467,655,000.

Documents incorporated by reference:

      Portions of the Annual Report to Shareholders set forth in the Appendix to
      the Definitive 1999 Proxy Statement dated March 10, 1999 are incorporated
      by reference into Parts I and II. 
      Portions of the Definitive 1999 Proxy Statement dated March 10, 1999
      are incorporated by reference into Part III.

Exhibit index on pages 15-17.



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<PAGE>   2







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 January 3, 1999,
                     there were 5,333 Wendy's restaurants (Wendy's) in operation
                     in the United States and in 31 other countries and
                     territories. Of these restaurants, 1,036 were operated by
                     the Company and 4,297 by the Company's franchisees.

                     Additionally, at January 3, 1999, the Company and its
                     franchisees operated 1,667 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, 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 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 of the Company, is a product of buns for 
                     Wendy's restaurants. At January 3, 1999, the Bakery 
                     supplied 581 restaurants operated by the Company and 1,858
                     restaurants operated by franchises. At the present time, 
                     the Bakery does not manufacture or sell any other products.
                     
                     See Notes 7 and 14 on pages AA-18, AA-19, AA-23 and AA-24 
                     of the Appendix to the Company's 1999 Proxy Statement, 
                     which Notes are incorporated herein by reference, for 
                     further information regarding revenues, income before 
                     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


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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 1999 to 2011, 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,
                     possible asset sales, and cash from repayment of notes
                     receivable 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.


--------------------------------------------------------------------------------
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

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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 9 and 10 on page AA-21 of the Appendix to the
                     Company's 1999 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 3, 1999, the Company's franchisees operated
                     4,297 Wendy's restaurants in 50 states, the District of
                     Columbia and 31 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 which is issued upon approval of a restaurant
                     site. The Franchise Agreement is for an initial term of 10
                     years or the term of the lease for the restaurant site,
                     whichever is shorter. The Franchise Agreement licenses the
                     franchisee to use the Company's trademarks and know-how in
                     the operation of the restaurant. Upon execution of the
                     Franchise Agreement, 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 a monthly net continuing
                     fee 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-8
                     and Note 11 on page AA-21 of the Appendix to the Company's
                     1999 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.





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<PAGE>   5


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FRANCHISED HORTONS UNITS

                     Hortons franchisees operate under several types of license
                     agreements. The standard term of a license agreement for a
                     standard type of unit is 10 years plus one renewal period
                     of 10 years less one day. The renewal is at the option of
                     the franchisee.

                     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. For franchisees who do not
                     lease land and/or buildings from Hortons, the license
                     agreement generally requires 4.5% of weekly gross sales for
                     royalties. 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 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. For the period from September 1, 1998 through
                     February 28, 1999, the national advertising contribution
                     rate was temporarily reduced to 1.75%. These minimum
                     requirements will revert back to 2% for national and 2% for
                     local and regional advertising unless a new systemwide vote
                     in 1999 approves reallocation for 2000.

                     In 1998, 1997 and 1996, approximately $126 million, $109
                     million and $101 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 suggested
                     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 net sales from franchisees as a
                     contribution to the advertising program utilized by Tim
                     Hortons U.S., known as Tim's National Advertising Program
                     (TNAP). During 1998, 1997 and 1996, approximately $33
                     million, $30 million and $25 million, respectively, was
                     spent by the Ad Fund and approximately $3 million, $2
                     million and $299,000, 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 has established an advertising cooperative in the
                     United Kingdom. Franchisees and the Company's subsidiary,
                     Wendy's Limited, are contributing 2.5% of the net sales of
                     their restaurants to the cooperative. The Company may from
                     time to time establish other regional advertising
                     cooperatives.

                     See Note 13 on page AA-22 of the Appendix to the Company's
                     1999 Proxy Statement, which Note is incorporated herein by
                     reference, for further information regarding advertising.


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PERSONNEL

                     As of January 3, 1999, the Company employed approximately
                     39,000 people, of whom approximately 36,000 were employed
                     in company operated restaurants. The total number of
                     full-time employees at that date was approximately 6,800.
                     The Company believes that its employee relations are
                     satisfactory.



                                        5


<PAGE>   6

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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 3, 1999, the Company and its franchisees
                     operated 5,333 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-16 of the
                     Appendix to the Company's 1999 Proxy Statement, which Note
                     is incorporated herein by reference). Of the 1,036 company
                     operated Wendy's restaurants, the Company owned the land
                     and building for 459 restaurants, owned the building and
                     held long-term land leases for 301 restaurants and held
                     leases covering land and building for 276 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, 663
                     Wendy's restaurant locations which were leased or subleased
                     to franchisees. Surplus land and buildings are generally
                     held for sale.

                     At January 3, 1999, there were 1,667 Hortons units, of
                     which all but 154 were franchise operated. Of the 1,513
                     franchised units, 250 were owned by Hortons and leased to
                     franchisees, 866 were leased by Hortons and in turn
                     subleased to a franchisee, with the remainder either owned
                     or leased directly by the franchisee.

                     The Company owns approximately 37.6 acres of land in
                     Dublin, Ohio on which is located the Company's corporate
                     headquarters. This complex contains approximately 200,000
                     square feet of office space.



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<TABLE>
<CAPTION>
                       DOMESTIC WENDY'S    DOMESTIC TIM HORTONS
                       ----------------    --------------------
       STATE           COMPANY FRANCHISE    COMPANY FRANCHISE
<S>                    <C>     <C>          <C>     <C>
      Alabama            --       92           --       --
      Alaska             --       10           --       --
      Arizona            33       38           --       --
     Arkansas            --       49           --       --
    California            8      186           --       --
     Colorado            37       61           --       --
    Connecticut          --       30           --       --
     Delaware            --       17           --       --
      Florida            90      260           --       --
      Georgia            32      190           --       --
       Idaho             --       20           --       --
     Illinois            80      113           --       --
      Indiana             2      154           --       --
       Iowa              --       37           --       --
      Kansas             15       45           --       --
     Kentucky             2      105            1       --
     Louisiana           43       44           --       --
       Maine              2       10           --       --
     Maryland            --      102           --       --
   Massachusetts         44       20           --       --
     Michigan            31      174           33        4
     Minnesota           23       17           --       --
    Mississippi          --       66           --       --
     Missouri            18       57           --       --
      Montana            --       15           --       --
     Nebraska            --       31           --       --
      Nevada             --       41           --       --
   New Hampshire          1       17           --       --
    New Jersey           14       89           --       --
    New Mexico           --       24           --       --
     New York            53      126            7       10
  North Carolina         28      158           --       --
   North Dakota          --        7           --       --
       Ohio             116      287           38        2
     Oklahoma            --       41           --       --
      Oregon             14       40           --       --
   Pennsylvania          76      146           --       --
   Rhode Island          --       10           --       --
  South Carolina         --       95           --       --
   South Dakota          --        9           --       --
     Tennessee           --      169           --       --
       Texas             60      231           --       --
       Utah              27       11           --       --
      Vermont             -        3           --       --
     Virginia            38      134           --       --
    Washington           24       37           --       --
   West Virginia         17       47            5       --
     Wisconsin           --       63           --       --
      Wyoming            --       13           --       --
District of Columbia     --        7           --       --
                        ---    -----          ---      ---
                        928    3,748           84       16
                        ---    -----          ---      ---
</TABLE>


<TABLE>
<CAPTION>
                     INTERNATIONAL WENDY'S   INTERNATIONAL TIM HORTONS
                     ---------------------   -------------------------
 COUNTRY/TERRITORY     COMPANY FRANCHISE        COMPANY FRANCHISE
<S>                  <C>       <C>              <C>     <C>               
     Argentina           --       18               --       --            
       Aruba             --        3               --       --            
      Bahamas            --        5               --       --            
      Canada             93      174               70    1,497            
  Cayman Islands         --        1               --       --            
     Colombia            --        1               --       --            
Dominican Republic       --        6               --       --            
    El Salvador          --        5               --       --            
      Greece             --       12               --       --            
       Guam              --        4               --       --            
     Guatemala           --        6               --       --            
      Hawaii              1        4               --       --            
     Honduras            --       12               --       --            
     Hong Kong           --        7               --       --            
      Hungary            --        2               --       --            
      Iceland            --        1               --       --            
     Indonesia           --       34               --       --            
       Japan             --       89               --       --            
      Kuwait             --        3               --       --            
      Mexico             --        6               --       --            
    New Zealand          --       11               --       --            
    Philippines          --       44               --       --            
    Puerto Rico          --       28               --       --            
      Saipan             --        1               --       --            
   Saudi Arabia          --       12               --       --            
    Switzerland          --        4               --       --            
      Taiwan             --       18               --       --            
      Turkey             --        9               --       --            
United Arab Emirates     --        2               --       --            
  United Kingdom         14        4               --       --            
     Venezuela           --       21               --       --            
  Virgin Islands         --        2               --       --            
                       ----      ---             ----    -----            
                        108      549               70    1,497            
                       ----      ---             ----    -----            
</TABLE>


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<PAGE>   8

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ITEM 3. LEGAL PROCEEDINGS

                     On June 9, 1997, Arthur L. Wilson, individually and
                     purportedly on behalf of a putative class of other persons
                     similarly situated, filed a complaint against the Company
                     in the U.S. District Court for the Southern District of
                     Mississippi. The complaint alleged that the Company had
                     engaged in racial discrimination in violation of Title
                     VII and 42 U.S.C. Section 1981. The plaintiff sought
                     judgment in an undetermined amount against the Company for
                     punitive and compensatory damages (including benefits) as
                     well as injunctive and equitable relief. After the
                     plaintiff's motion to add five additional plaintiffs was
                     denied, a second complaint was filed in the same court on
                     July 13, 1998. The second complaint was brought by the five
                     plaintiffs both individually and purportedly on behalf of a
                     putative class of other persons similarly situated. The
                     allegations in the second complaint were substantially
                     similar to those in the Wilson action. The Company's motion
                     to dismiss the class claims in the Wilson action was
                     granted, as was the Company's motion for summary judgment
                     on the plaintiff's claims that the Company was the
                     "employer" of employees of its franchisees. The Wilson
                     action was settled and the complaint was dismissed on
                     December 30, 1998. The second action was also settled and
                     that complaint was dismissed on December 9, 1998. The
                     settlements were not material to the Company's results of
                     operations, liquidity or financial condition. This case was
                     last referenced in the Company's Form 10-Q for the quarter
                     ended October 4, 1998.

                     On October 22, 1998, Theldon Branch, individually and
                     purportedly on behalf of a putative class of other persons
                     similarly situated, filed a complaint against the Company
                     in the U.S. District Court for the Southern District of
                     Texas. The complaint alleged that the Company discriminated
                     in its dealings with some of its African-American
                     franchisees. The plaintiff sought equitable relief and $150
                     million in compensatory and punitive damages. This action
                     was settled and the complaint was dismissed on February 10,
                     1998. The settlement was not material to the Company's
                     results of operations, liquidity or financial condition.
                     This case was last referenced in the Company's Form 10-Q
                     for the quarter ended October 4, 1998.


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

                     None.


--------------------------------------------------------------------------------
PART II

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

                     This information is incorporated herein by reference from
                     page AA-27 of the Appendix to the Company's 1999 Proxy
                     Statement.

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

                     This information is incorporated herein by reference from
                     page AA-27 of the Appendix to the Company's 1999 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-8
                     of the Appendix to the Company's 1999 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 3, 1999 and December 28, 1997 and for each of the
                     three fiscal years in the periods ended January 3, 1999,
                     December 28, 1997, and December 29, 1996 and the Report of
                     Independent Accountants on these Consolidated Financial
                     Statements are incorporated herein by reference from pages
                     AA-9 through AA-25 of the Appendix to the Company's 1999
                     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>                                                 <C>
                     R. David Thomas           66          Senior Chairman of the Board and Founder, Director      1969

                     Gordon F. Teter           55          Chairman of the Board, Chief Executive Officer and
                                                           President, Director                                     1987

                     Frederick R. Reed         50          Chief Financial Officer, and Secretary, Director        1996

                     John T. Schuessler        48          President and Chief Operating Officer U.S. Operations   1983

                     George Condos             45          Executive Vice President                                1982

                     Ronald E. Musick          58          Executive Vice President, Director                      1986

                     Edward L. Austin          41          Senior Vice President                                   1990

                     Emil J. Brolick           51          Senior Vice President                                   1988

                     John F. Brownley          56          Senior Vice President and Treasurer                     1981

                     Donald F. Calhoon         47          Senior Vice President                                   1984

                     Kathie T. Chesnut         47          Senior Vice President                                   1990

                     Joyce L. Eufemi           52          Senior Vice President                                   1993

                     Stephen D. Farrar         48          Senior Vice President                                   1984

                     Brion G. Grube            47          Senior Vice President                                   1990

                     Lawrence A. Laudick       51          Senior Vice President, General Controller and           1976
                                                           Assistant Secretary

                     Leon M. McCorkle, Jr.     58          Senior Vice President and General Counsel               1998

                     Kathleen A. McGinnis      47          Senior Vice President                                   1989

                     Thomas J. Mueller         47          Senior Vice President                                   1998

                     James J. Rieger           52          Senior Vice President                                   1994

                     Jack C. Whiting           49          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. Teter, Reed, Schuessler, 
                     Austin, Brolick, Calhoon, Mrs. Chesnut, 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. Teter was President of Casa Lupita Restaurants and
                     Executive Vice President of its parent company, Ponderosa,
                     Inc., from 1985 to 1987. Mr. Teter became a Senior Vice
                     President of the Company in 1987 and Executive Vice
                     President in 1988. He was named President and Chief
                     Operating Officer in 1991. Mr. Teter assumed the title of
                     Chief Executive Officer in 1994. He became Chairman of the
                     Board in 1997.

                     Mr. Reed joined the Company in 1996 as Executive Vice
                     President, General Counsel and Secretary. Prior to that he
                     was a senior partner of Vorys, Sater, Seymour and Pease
                     LLP. Mr. Reed has been a member of the Company's Board of
                     Directors since his election in 1995. Mr. Reed was named
                     Chief Financial Officer in 1997.

                     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.

                     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.


                                        9
<PAGE>   10

                     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.

                     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.

                     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. Mrs. Chesnut
                     was formerly with Showbiz Pizza Time, Inc. as Director of
                     Research and Development.

                     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 been named 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 March of 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 1999 Proxy Statement
                     dated March 10, 1999. However, no information set forth in
                     the 1999 Proxy Statement regarding the Report of the
                     Compensation Committee on Executive Compensation (pages
                     9-13) or the performance graphs (pages 13-14) 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 Appendix to the Company's
                         1999 Proxy Statement on pages AA-9 to AA-25 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 3, 1999, December 28, 1997 and 
                              December 29, 1996. 

                              Consolidated Balance Sheets - January 3, 1999 
                              and December 28, 1997. 

                              Consolidated Statements of Cash Flows - Years 
                              ended January 3, 1999, December 28, 1997 and 
                              December 29, 1996.

                              Consolidated Statements of Shareholders' Equity -
                              Years ended January 3, 1999, December 28, 1997 and
                              December 29, 1996. 

                              Consolidated Statements of Comprehensive Income - 
                              Years ended January 3, 1999, December 28, 1997 and
                              December 29, 1996.

                              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.

                              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 a Form 8-K on November 13, 1998
                         announcing (under Item 5) October 1998 sales, summary
                         segment results for the third quarter and year-to-date
                         periods of 1998 and 1997, and goals for earnings and
                         new restaurant development. A copy of the press release
                         issued November 12, 1998 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


<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    3/31/99
                                             ----------------------------------
                                                  Frederick R. Reed
                                                  Chief Financial Officer
                                                  and Secretary

                     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>
<CAPTION>
<S>                                                      <C>             <C>                              <C>
                     /s/ R. DAVID THOMAS*                3/31/99          /s/ RONALD V. JOYCE*            3/31/99
                     --------------------------------------------        -----------------------------------------
                     R. David Thomas, Senior                              Ronald V. Joyce, Director
                     Chairman of the Board and
                     Founder, Director

                     /s/ GORDON F. TETER*                3/31/99          /s/ FREDERICK R. REED           3/31/99
                     --------------------------------------------        -----------------------------------------
                     Gordon F. Teter, Chairman of the Board,              Frederick R. Reed, Chief Financial Officer
                     Chief Executive Officer and                          and Secretary, Director
                     President, Director

                     /s/ RONALD E. MUSICK*               3/31/99          /s/ PAUL D. HOUSE*              3/31/99
                     --------------------------------------------        -----------------------------------------
                     Ronald E. Musick, Executive Vice                     Paul D. House, Director
                     President, Director


                     /s/ LAWRENCE A. LAUDICK*            3/31/99          /s/ W. CLAY HAMNER*             3/31/99
                     --------------------------------------------        -----------------------------------------
                     Lawrence A. Laudick, Senior Vice                     W. Clay Hamner, Director
                     President, General Controller
                     and Assistant Secretary

                     /s/ ERNEST S. HAYECK*               3/31/99          /s/ JANET HILL*                 3/31/99
                     --------------------------------------------        -----------------------------------------
                     Ernest S. Hayeck, Director                           Janet Hill, Director

                     /s/ THOMAS F. KELLER*               3/31/99          /s/ TRUE H. KNOWLES*            3/31/99
                     --------------------------------------------        -----------------------------------------
                     Thomas F. Keller, Director                           True H. Knowles, Director

                     /s/ ANDREW G. McCAUGHEY*            3/31/99          /s/ FIELDEN B. NUTTER, SR.*     3/31/99
                     --------------------------------------------        -----------------------------------------
                     Andrew G. McCaughey, Director                        Fielden B. Nutter, Sr., Director

                     /s/ JAMES V. PICKETT*               3/31/99          /s/ THEKLA R. SHACKELFORD*      3/31/99
                     --------------------------------------------        -----------------------------------------
                     James V. Pickett, Director                           Thekla R. Shackelford, Director


                                                                         *By /s/ FREDERICK R. REED         3/31/99
                                                                         -----------------------------------------
                                                                             Frederick R. Reed
                                                                             Attorney-in-Fact
</TABLE>


                                       12

<PAGE>   13





        REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE


--------------------------------------------------------------------------------
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 10, 1999,
                     appearing on page AA-25 of the Appendix to the 1999 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 10, 1999


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

                     We consent to the incorporation by reference in the
                     registration statement 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, and 333-60033) of our reports dated February 10,
                     1999, on our audits of the consolidated financial
                     statements and financial statement schedule of Wendy's
                     International, Inc. as of January 3, 1999 and December 28,
                     1997 and for the years ended January 3, 1999, December 28,
                     1997 and December 29, 1996, which reports are either
                     included or incorporated by reference in this Annual Report
                     on Form 10-K.

                     Columbus, Ohio                 PRICEWATERHOUSECOOPERS LLP
                     March 31, 1999






                                       13

<PAGE>   14



                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in thousands)

<TABLE>
<CAPTION>
                                           BALANCE AT    CHARGED (CREDITED)                      BALANCE AT 
                                            BEGINNING        TO COSTS &          ADDITIONS          END OF
        CLASSIFICATION                       OF YEAR          EXPENSES        (DEDUCTIONS) (A)       YEAR
        --------------                       -------          --------        ----------------       ----
<S>                                       <C>                 <C>             <C>                  <C>   
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
                                            --------         --------             --------         --------
                                                                                                           
Fiscal year ended December 29, 1996:                                                                       
   Reserve for royalty receivables          $  3,579         $ (1,294)            $   (241)        $  2,044
                                                                                                           
   Reserve for possible franchise-                                                                         
      related losses & contingencies           7,231            1,011               (1,612)           6,630
                                            --------         --------             --------         --------
                                                                                                           
                                            $ 10,810         $   (283)            $ (1,853)        $  8,674
                                            --------         --------             --------         --------
</TABLE>

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

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

<TABLE>
<CAPTION>
                                             JANUARY 3,      DECEMBER 28,      DECEMBER 29,
                                                1998             1997              1996
                                                ----             ----              ----
<S>                                           <C>              <C>               <C>    
Deducted from accounts receivable             $ 7,816           $5,979            $4,339
Deducted from notes receivable - current          596              106               480
Deducted from notes receivable - long-term     11,350            1,255             2,355
Included in accrued expenses - other              518              505             1,500
                                              -------           ------            ------
                                              $20,280           $7,845            $8,674
                                              -------           ------            ------
</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, 1995,        to Ronald V. Joyce's Schedule 13D, dated 
                       by and among Wendy's International, Inc.,        January 5, 1996.
                       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   
                       and the Irrevocable Trust for the Benefit        October 4, 1998.                   
                       of Ronald V. Joyce, dated as of                                                                       
                       September 16, 1998                                                                                   
                                                                                                                             
             (d)       Amendment to Share Purchase Agreement,           Attached hereto.                           
                       dated as of February 25, 1999, by and among                                                           
                       Wendy's International, Inc., WENTIM, LTD.                                                             
                       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            Attached hereto.                               
                       Exchange Agreement, dated as of February                                                              
                       25, 1999, by and among Wendy's International,                                                         
                       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                  Attached hereto.                            
                       Subscription Agreement, dated as of February                                                          
                       25, 1999, by and between the 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                     
</TABLE>


                                                15


<PAGE>   16


<TABLE>
<CAPTION>
           EXHIBIT                DESCRIPTION                                        WHERE FOUND
           -------                -----------                                        -----------
<S>                    <C>                                              <C>                  
             (m)       Amending Agreement No. 2 to the Guaranty         Attached hereto. 
                       Agreement, dated as of February 25,
                       1999, by and between the Irrevocable Trust
                       for the 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     Attached hereto.
                       Rights Agreement, dated as of February 25,
                       1999, by and between Wendy's International,
                       Inc. and Ronald V. Joyce

            3(a)       Articles of Incorporation, as amended to         Attached hereto.
                       date

             (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. 33-57101.
                       to 7% debentures and 6.35% notes due
                       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 
                       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 
                       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          Attached hereto.
                       between the Company and Messrs. Brolick,
                       Brownley, Calhoon, Condos, Laudick, McCorkle,
                       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>
<CAPTION>
           EXHIBIT                DESCRIPTION                                           WHERE FOUND
           -------                -----------                                           -----------
<S>                    <C>                                                 <C>
             (b)       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.                            
                                                                                                                          
             (c)       Employment Agreement between The                 Incorporated herein by reference from             
                       TDL Group Ltd. and Ronald V. Joyce               Exhibit 10(f) of Form 10-K for the year           
                                                                        ended December 31, 1995.                          
                                                                                                                          
             (d)       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.                             
                                                                                                                          
             (e)       Employment Agreement between The TDL Group       Incorporated herein by reference from
                       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.                            
                                                                                                                          
             (f)       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.            
                                                                                                                          
             (g)       Description of Earnings Maximization Plan        Attached hereto.                            
                                                                                                                          
             (h)       Description of Management Incentive Plan         Attached hereto.                           
                                                                                                                          
             (i)       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.                          
                                                                                                                          
             (j)       1978 Non-Qualified Stock Option Plan,            Incorporated herein by reference from             
                       as amended                                       the Company's Definitive Proxy                    
                                                                        Statement, dated March 11, 1994.                  
                                                                                                                          
             (k)       1982 Stock Option Plan, as amended               Incorporated herein by reference from             
                                                                        the Company's Definitive Proxy                    
                                                                        Statement, dated March 11, 1994.                  
                                                                                                                          
             (l)       1984 Stock Option Plan, as amended               Incorporated herein by reference from             
                                                                        the Company's Definitive Proxy                    
                                                                        Statement, dated March 11, 1994.                  
                                                                                                                          
             (m)       1987 Stock Option Plan, as amended               Incorporated herein by reference from             
                                                                        the Company's Definitive Proxy                    
                                                                        Statement, dated March 11, 1994.                  
                                                                                                                          
             (n)       1990 Stock Option Plan, as amended               Incorporated herein by reference from             
                                                                        the Company's Definitive Proxy                    
                                                                        Statement, dated March 5, 1997.                   
                                                                                                                          
             13        Portions of the Annual Report to Shareholders    Incorporated herein by reference from the         
                       set forth in the Appendix to the Company's       Appendix to the Company's Definitive 1999         
                       Definitive 1999 Proxy Statement, dated March     Proxy Statement, dated March 10, 1999.            
                       10, 1999, 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>


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