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                                   EXHIBIT 99

         SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         The Private Securities Litigation Reform Act of 1995 (the "Act")
         provides a "safe harbor" for forward-looking statements to encourage
         companies to provide prospective information, so long as those
         statements are identified as forward-looking and are accompanied by
         meaningful cautionary statements identifying important factors that
         could cause actual results to differ materially from those discussed in
         the statement. Wendy's International, Inc. (the "Company") desires to
         take advantage of the "safe harbor" provisions of the Act.

         Certain information in the 1998 Annual Report on Form 10-K,
         particularly information regarding future economic performance and
         finances, and plans, expectations and objectives of management, is
         forward looking. The following factors, in addition to other possible
         factors not listed, could affect the Company's actual results and cause
         such results to differ materially from those expressed in
         forward-looking statements:

         Competition. The quick-service restaurant industry is intensely
         competitive with respect to price, service, location, personnel, and
         type and quality of food. The Company and its franchisees compete with
         international, regional and local 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 advertising and
         marketing programs, and new product development by the Company and its
         competitors are also important factors. The Company anticipates that
         intense competition will continue to focus on pricing. Certain of the
         Company's competitors have substantially larger marketing budgets.

         Economic, Market and Other Conditions. The quick-service restaurant
         industry is affected by changes in national, regional, and local
         economic conditions, consumer preferences and spending patterns,
         demographic trends, consumer perceptions of food safety, weather,
         traffic patterns and the type, number and location of competing
         restaurants. Factors such as inflation, food costs, labor and benefit
         costs, legal claims, and the availability of management and hourly
         employees also affect restaurant operations and administrative
         expenses. The ability of the Company and its franchisees to finance new
         restaurant development, improvements and additions to existing
         restaurants, and the acquisition of restaurants from, and sale of
         restaurants to franchisees is affected by economic conditions,
         including interest rates and other government policies impacting land
         and construction costs and the cost and availability of borrowed funds.

         Importance of Locations. The success of Company and franchised
         restaurants is dependent in substantial part on location. There can be
         no assurance that current locations will continue to be attractive, as
         demographic patterns change. It is possible the neighborhood or
         economic conditions where restaurants are located could decline in the
         future, thus resulting in potentially reduced sales in those locations.

         Government Regulation. The Company and its franchisees are subject to
         various federal, state, and local laws affecting their business. The
         development and operation of restaurants depend to a significant extent
         on the selection and acquisition of suitable sites, which are subject
         to zoning, land use, environmental, traffic, and other regulations.
         Restaurant operations are also subject to licensing and regulation by
         state and local departments relating to health, sanitation and safety
         standards, federal and state labor laws (including applicable minimum
         wage requirements, overtime, working and safety conditions, and
         citizenship requirements), federal and state laws which prohibit
         discrimination and other laws regulating the design and operation of
         facilities, such as the Americans with Disabilities Act of 1990.
         Changes in these laws and regulations, particularly increases in
         applicable minimum wages, may adversely affect financial results. The
         operation of the Company's franchisee system is also subject to
         regulation enacted by a number of states and rules promulgated by the
         Federal Trade Commission. The Company cannot predict the effect on its
         operations, particularly on its relationship with franchisees, of the
         future enactment of additional legislation regulating the franchise
         relationship.

         Growth Plans. The Company plans to significantly increase the number of
         systemwide Wendy's and Tim Hortons restaurants open or under
         construction. There can be no assurance that the Company or its
         franchisees will be able to achieve growth objectives or that new
         restaurants opened or acquired will be profitable. The opening and
         success of restaurants depends on various factors, including the
         identification and availability of suitable and economically viable
         locations, sales levels at existing restaurants, the negotiation of
         acceptable lease or purchase terms for new locations, permitting and
         regulatory compliance, the ability to meet construction schedules, the
         financial and other development capabilities of franchisees, the
         ability of the Company to hire and train qualified management
         personnel, and general economic and business conditions.

         International Operations. The Company's business outside of the United
         States is subject to a number of additional factors, including
         international economic and political conditions, differing cultures and
         consumer preferences, currency regulations and fluctuations, diverse
         government regulations and tax systems, uncertain or differing
         interpretations of rights and obligations in connection with
         international franchise agreements and the collection of royalties from
         international franchisees, the availability and cost of land and
         construction costs, and the availability of experienced management,
         appropriate franchisees, and joint venture partners. Although the
         Company believes it has developed the support structure required for
         international growth, there is no assurance that such growth will occur
         or that international operations will be profitable.







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         Disposition of Restaurants. The disposition of Company-operated
         restaurants to new or existing franchisees is part of the Company
         strategy to develop the overall health of the system by acquiring
         restaurants from, and disposing of restaurants to, franchisees where
         prudent. The expectation of gains from future dispositions of
         restaurants depends in part on the ability of the Company to complete
         disposition transactions on acceptable terms.

         Transactions to Improve Return on Investment. The Company owns several
         notes receivable issued by franchisees. The Company has entered into an
         agreement with a third party lender that permits the lender to contact
         franchisees, offer to refinance notes and enter into commitments to
         refinance such notes on or before March 31, 1999. The Company expects
         that a substantial portion of the notes will be refinanced. However,
         franchisees could decide to not refinance for various reasons,
         including changes in economic, credit market or other conditions, and
         the Company cannot require franchisees to refinance. In addition, the
         timing of refinancing transactions would be controlled by the lender
         and franchisees. As a result, there is no assurance as to when the
         Company could receive cash proceeds or realize income from refinancing
         transactions.

         The sale of real estate previously leased to franchisees is generally
         part of the program to improve the Company's return on invested
         capital. There are various reasons why the program might be
         unsuccessful, including changes in economic, credit market, real estate
         market or other conditions, and the ability of the Company to complete
         sale transactions on acceptable terms and at or near the prices
         estimated as attainable by the Company.

         Year 2000. The Company anticipates timely completion of its program to
         address year 2000 issues. However, if the new information systems are
         not implemented on a timely basis, modifications to existing systems
         cannot be accomplished on a timely basis, information technology
         resources do not remain available, or other unanticipated events occur,
         there would be adverse financial and operational effects on the
         Company. The amount of these effects cannot be ascertained at this
         time.

         Although the Company has not been informed of material year 2000 issues
         by third parties with which it has a material relationship or
         franchisees, there is no assurance that these entities will be year
         2000 compliant on a timely basis. Unanticipated failures or significant
         delays in furnishing products or services by third parties or general
         public infrastructure service providers, or the inability of
         franchisees to perform sales reporting and financial management
         functions or to make timely payments to the Company or suppliers, could
         have a material adverse effect on results of operations, financial
         condition and/or liquidity.

         Readers are cautioned not to place undue reliance on forward-looking
         statements, which speak only as of the date thereof. The Company
         undertakes no obligation to publicly release any revisions to the
         forward-looking statements contained in the 1998 Annual Report on Form
         10-K, or to update them to reflect events or circumstances occurring
         after the date the Annual Report on Form 10-K was first furnished to
         shareholders, or to reflect the occurrence of unanticipated events.