UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Wendy's International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
950590109
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
CUSIP NO.950590109
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barrow, Hanley, Mewhinney & Strauss, Inc.
752403190
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
A Nevada corporation
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SOLE VOTING POWER
5
NUMBER OF 4,855,130 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,659,330 shares
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 6,514,460 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
----
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
6,514,460 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (See Instructions)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
5.72%
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TYPE OF REPORTING PERSON (See Instructions)
12
IA
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Page 2 of 4 Pages
SCHEDULE 13G
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Item 1
(a) Name of Issuer
Wendy's International, Inc.
(b) Address of Issuer's Principal Executive Offices
P.O. Box 256
4288 West Dublin-Granville Road
Dublin, OH 43017
Item 2
(a) Name of Person Filing
Barrow, Hanley, Mewhinney & Strauss, Inc.
(b) Address of Principal Business Office or, if none, Residence
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, TX 75204-2429
(c) Citizenship
A Nevada corporation
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
950590109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
The reporting person is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
(a) Amount beneficially owned:
6,514,460 shares
(b) Percent of class:
5.86%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
4,855,130 shares
Page 3 of 4 Pages
(ii) Shared power to vote or to direct the vote
1,659,330 shares
(iii) Sole power to dispose or to direct the disposition of
6,514,460 shares
(iv) Shared power to dispose or to direct the disposition of
----
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the common stock is held by
certain clients of the reporting person, none of which has such right
or power with respect to five percent or more of the common stock.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
BARROW, HANLEY, MEWHINNEY &
STRAUSS, INC.
By: /s/ James P. Barrow
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Name: James P. Barrow
Title: President
February 10, 2004
Page 4 of 4 Pages