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                                                                   Exhibit 99(a)

     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 2002 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 international, 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 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's strategy to develop
     the overall health of the system by acquiring restaurants from, and
     disposing of restaurants to, franchisees where prudent. The realization 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 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.

     Joint Venture to Manufacture and Distribute Par-Baked Products for Tim
     Hortons Restaurants. The success of the joint venture to manufacture and
     distribute par-baked products for Tim Hortons restaurants could be affected
     by a number of factors, including many of the factors set forth above. In
     addition, the ability of the joint venture to acquire real estate and
     construct and equip a manufacturing plant on acceptable terms, the
     realization of expected levels of production efficiencies, and actual
     product distribution costs and costs incurred to equip Tim Hortons
     restaurants for par-baked products occurring within expected ranges, could
     affect actual results.

     Mergers, Acquisitions and Other Strategic Transactions. The Company intends
     to evaluate potential mergers, acquisitions, joint venture investments,
     alliances, vertical integration opportunities and divestitures as part of
     its strategic planning initiative. These transactions involve various
     inherent risks, including accurately assessing the value, future growth
     potential, strengths, weaknesses, contingent and other liabilities and
     potential profitability of acquisition candidates; the potential loss of
     key personnel of an acquired business; the Company's ability to achieve
     projected economic and operating synergies; and unanticipated changes in
     business and economic conditions affecting an acquired business.

     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 2002 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.








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