Company Name: Wendy's International, Inc.
Public Availability Date: 01-31-1991

[INQUIRY LETTER 1]

WENDY'S INTERNATIONAL, INC.
P.O. BOX 256, 4288 WEST DUBLIN GRANVILLE ROAD
DUBLIN, OHIO 43017
TELEPHONE(614) 764-3100

December 18, 1990

Writer's Direct Dial No.
614/764-3228

Telecopy No.:
614/764-3243

December 18, 1990

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, NW
Washington, D.C. 20549

Re: Wendy's International, Inc.; Securities Exchange Act of
1934; Rule 14a-8

Ladies and Gentlemen:

On behalf of Wendy's International, Inc. ("Wendy's"), an Ohio corporation, and pursuant to Rule 14a-8(d) promulgated under the Securities Exchange Act of 1934, as amended, I hereby request confirmation that the staff of the Securities and Exchange Commission (the "Commission") will not recommend any enforcement action if, in reliance upon certain provisions of Rule 14a-8, Wendy's excludes a proposal and supporting statement from Mr. Choo Rhee (the "Proponent") from the proxy materials for Wendy's 1991 Annual Meeting of Shareholders.

Wendy's is of the opinion that it may properly omit the Proposal (as hereinafter defined) from its proxy statement and proxy for its 1991 Annual Meeting of Shareholders. Pursuant to Rule 14a-8(d), we are furnishing you with six copies of the Proposal and this letter which sets forth a statement of the reasons why Wendy's deems the omission of the Proposal to be proper. A copy of this letter is being sent to the Proponent.

By letter dated November 12, 1990, a copy of which is attached hereto as Exhibit A, the Proponent submitted a proposal for inclusion in Wendy's 1991 proxy materials regarding the elimination of Wendy's classified board system. The Proponent also submitted a supporting statement for the proposal which is included as part of Exhibit A (the Proposal and Supporting Statement being herein referred to as the "Proposal").

On December 10, 1990, Wendy's delivered to the Proponent a letter, a copy of which is attached hereto as Exhibit B, outlining certain objections to the Proposal and requesting that the Proponent correct the deficiencies and submit a revised proposal to Wendy's on or before December 14, 1990. To date Wendy's has not received any response to its December 10 letter.

Wendy's believes that the Proposal should be excluded from its 1991 proxy materials for the following reasons:

1. The Proposal as submitted deals with a matter that is beyond Wendy's power to effectuate within the meaning of Rule 14a-8(c)(6); and

2. The Proposal contains a false or misleading statement thereby violating Rule 14a-9, which prohibits false or misleading statements in proxy soliciting materials.

Beyond the Company's Power to Effectuate

Under Rule 14a-8(c)(6), a registrant may omit a proposal if it "deals with a matter beyond the registrant's power to effectuate." The Proposal recommends that Wendy's Board of Directors "adopt a policy" of electing all directors annually rather than in three-year staggered terms. Under Ohio law, a company's articles or regulations may provide for a classified board system. Section 1701.57(B) of the Ohio Revised Code provides:

(B) The articles or the regulations may provide:

(1) For the classification of directors into either two or three classes. . .

(2) That the terms of office of the several classes need not be uniform. . .

Ohio Rev. Code Ann. ?1701.57(B) (Anderson 1985) (emphasis added).

Section 2.02 of Wendy's Code of Regulations, which was adopted by the shareholders, provides for the classified board system permitted by Ohio law:

The number of directors of the Company shall be thirteen, divided into three classes. . . . At each Annual Meeting. . . persons shall be elected to serve as directors for three years and until their successors are elected.

The adoption of a "policy" by the directors cannot override or alter Wendy's regulations or Ohio law. If the shareholders wish to change their earlier decision to elect directors in classified three-year terms, they may do so only by amending Wendy's Code of Regulations to reflect their wishes. Accordingly, Wendy's has no power to effectuate the Proposal as it is presently drafted.

False or Misleading

Under Rule 14a-8(c)(3), a Registrant may omit a proposal or a supporting statement which is contrary to any of the Commission's proxy rules and regulations, including Rule 14a-9, which prohibits false or misleading statements in proxy solicitation materials. The Proponent asserts, in the last sentence of the first paragraph of the Supporting Statement, that the classified board system "precludes" a rapid change in board membership. This assertion is false and misleading because it misstates Ohio law, which permits shareholders to remove all directors, or all directors in a particular class, at any time. Ohio Revised Code Section 1701.58(C) provides, in pertinent part:

All of the directors or all of the directors of a particular class. . . may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed. . . .

Ohio Rev. Code Ann. ?1701.58(C) (Anderson Supp. 1989). Since Wendy's shareholders have the authority under Ohio law to effect a total change in board membership at any time they so choose, the classified board system has no preclusive effect whatsoever on rapid changes of control.

CONCLUSION

Wendy's respectfully requests that the staff confirm that it will not recommend any enforcement to the Commission if the Proposal is omitted from Wendy's 1991 proxy materials. To the extent that the foregoing reasons for omitting the Proposal are based on matters of law, this letter shall constitute the opinion of counsel required by Rule 14a-8(d)(4).

If you have any questions or require additional information, please contact me at (614) 764-3228. Should the staff disagree with our conclusions regarding the omission of the Proposal from the proxy statement, we would appreciate an opportunity to confer with the staff regarding these matters prior to the issuance of your Rule 14a-8(d) response.

Please acknowledge receipt of this letter and enclosures by date-stamping an enclosed copy of this letter and returning it to me in the enclosed, self-addressed stamped envelope.

Sincerely yours,

Dana Klein
Senior Corporate Counsel

Enclosure

121890/00073562

[INQUIRY LETTER 2]

Choo Rhee
1106 Ravine Ridge Drive
Worthington, OH 43085
TELEPHONE(614) 846-1557

November 12, 1990

Lawrence E. Schauf
Secretary
Wendy's International
4288 West Dublin-Granville Road
PO Box 256
Dublin, OH 43017

Re: Notice of Shareholder Resolution

Dear Mr. Schauf:

Enclosed is a shareholder proposal and supporting statement which I hereby submit for inclusion in the company's proxy statement and presentation at Wendy's International's 1991 annual shareholder's meeting.

In accordance with Securities and Exchange Commission regulations under Rule 14a-8, I have owned shares of the company with a market value of at least $1,000 continuously for the preceding one year, and I intend to maintain such ownership through the 1991 annual shareholder's meeting.

If you would like to discuss this proposal, or intend to object to the resolution's entry in the 1991 proxy statement, please contact me at the above address.

Sincerely,

Choo Rhee

enclosure

RESOLVED, that the shareholders recommend that the board of directors adopt a policy whereby all directors are elected annually (after expiration of present terms) and not by staggered classes as is now provided.

Supporting Statement

Board directors are representatives of the shareholders and must be accountable to them. This is best accomplished by annual elections of all directors. The staggered class system provides directors with protection from shareholder scrutiny for a three year period between elections. It will also preclude a rapid change in the board membership which might be desired in a business combination or merger.

Companies such as Zenith Electronics and Honeywell have ended their staggered elections system. The protection of our shareholder rights is best served when all board directors must seek our approval annually through the proxy process. I urge all shareholders to vote for this proposal.

[INQUIRY LETTER 3]

WENDY'S INTERNATIONAL, INC.
P.O. BOX 256, 4288 WEST DUBLIN GRANVILLE ROAD
DUBLIN, OHIO 43017
TELEPHONE(614) 764-3100

Writer's Direct Dial No.:
614/764-3228

Telecopy No.:
614/764-3243

December 10, 1990

VIA HAND DELIVERY

Mr. Choo Rhee
1106 Ravine Ridge Drive
Worthington, Ohio 43085

Dear Mr. Rhee:

We have received your proposed resolution (the "Proposal") and Supporting Statement relating to the Company's classified Board of Directors. We have concluded from our review of the Proposal and Supporting Statement that they do not comply with the requirements of Securities and Exchange Commission ("SEC") Rules 14a-8(C) and/or 14a-9 in the respects listed below. In an effort to resolve the issues informally, we request that you correct the following deficiencies and submit a revised Proposal and Supporting Statement to us on or before Friday, December 14, 1990 (our telecopy number is set forth at the top of this page):

1. The Proposal as drafted is beyond the power of the Company to effectuate because its adoption would not comply with Ohio law and the Company's Code of Regulations. Section 1701.57 of the Ohio Revised Code provides that the articles or regulations of a corporation may provide for three year, staggered terms. The Company's Code of Regulations, which was adopted by the shareholders of the Company, sets forth such a classified board provision. The Board of Directors has no power to alter the Code of Regulations through the adoption of a "policy". If the shareholders desire to change the directors' terms of office, they must amend the Code of Regulations. Accordingly, the Proposal must be redrafted as a resolution amending the Code of Regulations of the Company to provide for the annual election of directors.

2. The last sentence of the first paragraph of the Supporting Statement must be redrafted or eliminated because it is false and misleading. The classified board system does not "preclude" a rapid change in board membership. The shareholders of the Company are expressly permitted by Ohio Revised Code Section 1701.58 to remove all of the directors, or all the directors in a particular class, by majority vote at any time. Therefore, the classified board system has no preclusive effect on rapid changes of control.

If you submit revisions, we will review them and may have further comments. If you choose not to submit a revised Proposal and Supporting Statement, or if your revised Proposal or Supporting Statement fails to adequately address each compliance problem, we will notify the SEC of our intention not to include the Proposal and Supporting Statement in the proxy materials relating to the Company's 1991 Annual Shareholders' meeting.

If you have any questions regarding our request, please contact me.

We would also like you to indicate whether you are associated with the United Shareholders Association.

Sincerely yours,

Dana Klein
Senior Corporate Counsel

[STAFF REPLY LETTER]

JAN 31 1991

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE

Re: Wendy's International, Inc.
Incoming letter dated December 18, 1990

The proposal requests that the Company adopt a policy under which the entire Board of Directors (the "Board") will be elected on an annual basis.

There appears to be some basis for your view that the proposal may be excluded pursuant to rule 14-8(c)(6) as a matter beyond the Company's power to effectuate. In this regard, the staff notes that the Board appears to be incapable legally of adopting the request. It appears, however, that this defect could be cured if the proposal was revised to a recommendation that the Board take the action necessary to amend the Company's governing instruments to implement the proposal. Assuming the Proponent provides the Company with a proposal revised in the manner indicated, within seven calendar days after receipt of this response, the staff does not believe that the Company may rely on rule 14a-8(c)(6) as a basis to omit the proposal from its proxy materials.

The Division is unable to concur in your position that the proposal may be entirely omitted pursuant to rule 14-8(c)(3). There appears to be some basis for your view, however, that the last sentence of the first paragraph in the supporting statement accompanying the proposal may be excluded unless revised to indicate that classification may preclude a rapid change of the Board. Assuming the Proponent provides the Company with a supporting statement revised in the manner indicated, within seven calendar days after receipt of this response, the staff does not believe that the Company may rely on rule 14a-8(c)(3) as a basis to omit the subject sentence from its proxy materials.

Sincerely,

John C. Brousseau
Special Counsel