SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934
SHONEY'S, INC.
(Name of Issuer)
SHONEY'S, INC.
(Name of Person(s) Filing Statement)
Liquid Yield Option Notes Due 2004
(Title of Class of Securities)
825039 AC 4
(CUSIP Number of Class of securities)
Gary M. Brown, Esq.
FARRIS, WARFIELD & KANADAY
Suite 1900, Third National Financial Center
424 Church Street
Nashville, Tennessee 37219
(615) 782-2245
(Name, Address and Telephone number of Person Authorized to
Receive
Notices and Communications)
March 14, 1994
(Date Tender Offer First Published, Sent or Given to Security
Holders)
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$77,419,955.19 $15,483.99
The filing fee was calculated as follows: The purchase price of
the Liquid Yield Option Notes, as described herein, is $434.99 per
$1,000 principal amount outstanding. As of March 9, 1994, there
was $177,981,000 in aggregate principal amount outstanding,
resulting in an aggregate purchase price of $77,419,955.19.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,547.32
Form or Registration No.:S-3 Registration Statement (Registration
No. 33-27571)
Filing Party: Shoney's, Inc.
Date Filed: March 16, 1989
<PAGE>
<PAGE> Item 1. Security and Issuer.
(a) The issuer is Shoney's, Inc., a Tennessee corporation
(the "Company"). The address of the principal offices of
the Company is 1727 Elm Hill Pike, Nashville, Tennessee
37210.
(b) This statement relates to the Company's Liquid Yield
Option Notes Due 2004 (the "Notes"). As of March 9,
1994, there were $177,981,000 in aggregate principal
amount of the Notes outstanding. The Notes are
convertible at any time, at the option of the holder of
a Note, into 29.349 shares of the Company's $1.00 par
value common stock (the shares of such class being herein
referred to as the "Shares"). Pursuant to an Indenture
dated as of April 1, 1989 between the Company and
NationsBank of Tennessee, N.A. (formerly Sovran
Bank/Central South) pursuant to which the Notes were
issued (the "Indenture"), the holders of the Notes have
the right to require the Company to purchase the Notes on
April 11, 1994 (the "Purchase Date") for $434.99 per
$1,000 principal amount of Notes (the "Purchase Price").
The Company has the option to pay the Purchase Price in
cash, Extension Notes (as such term is defined in the
Indenture) or in Shares with a value equal to the
Purchase Price. The Company is required by the Indenture
to notify holders of the Notes at least twenty (20) days
prior to the Purchase Date of which Purchase Price
payment option that the Company will elect in the event
any holders of the Notes exercise their rights to require
the Company to purchase any of the Notes on the Purchase
Date. The Company is notifying holders of the Notes
that, if any holders require the Company to purchase any
Notes, the Company will elect to pay the Purchase Price
in Shares. The number of Shares that any holder will
receive as payment of the Purchase Price will be
determined based upon the average market value of the
Shares during the five business day period ending three
business days prior to the Purchase Date. Upon
determination of the actual number of Shares that would
be required to pay the Purchase Price, the Company is
required to publish that determination in a daily
newspaper of national circulation. At that time, the
Company also intends to amend this Schedule 13E-4 to
state the exact number of Shares that will be required to
pay the Purchase Price. If any officer, director or
affiliate of the Company is the holder of any Notes and
elects to require the Company to purchase any or all of
them on the Purchase Date, the Company will do so as
described above, pursuant to the terms of the Indenture.
(c) Both the Notes and the Shares are traded on the New York
Stock Exchange (the "NYSE"). The high and low sales
prices of the Notes(1) and the Shares, as reported by the
NYSE, for each quarterly period during the previous two
years is as follows:
Shares
Quarter Ended High Low
05/10/92 27 1/8 21 1/4
08/02/92 23 1/4 18 5/8
10/25/92 23 1/4 15 3/4
02/14/93 26 18 3/4
05/09/93 25 5/8 18 3/8
08/01/93 21 1/4 16 1/2
10/31/93 23 3/4 19
02/20/94 25 5/8 19 3/4
Current Quarter through 03/11/94 24 1/8 22 1/2
__________
<F1> (1) During the time periods set forth above, the Company is
aware of transactions in the Notes on only 2 days. On October 21,
1993, 6 Notes were traded at a price of 60. On January 17, 1994,
20 Notes were traded at a price of 73. Theses prices were reported
to the Company by the New York Stock Exchange and are quoted per
$100 in principal amount. For example a price of 60 is equivalent
to $600 per $1,000 principal amount.
<PAGE>
(d) This Schedule 13E-4 is being filed by the issuer.
Item 2. Source and Amount of Funds or Other Consideration
(a) See Item 1 above.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of
the Issuer or Affiliate.
The purpose of the tender offer is described in Item 1
above. Any Notes that are purchased by the Company will be
retired. There presently are no plans which would relate to
or would result in:
(a) The acquisition by any person of additional securities of
the Company, or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company including, but not limited to,
any plans or proposals to change the number or the term
of directors, to fill any existing vacancy on the board
or to change any material term of the employment contract
of any executive officer;
(e) Any material change in the present dividend rate or
policy, or indebtedness or capitalization of the Company;
(f) Any other material change in the Company's corporate
structure or business, including, if the Company is a
registered closed-end investment company, any plans or
proposals to make any changes in its investment policy
for which a vote would be required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person,
with the exception of consideration of amendments to the
Company's shareholder rights plan;
(h) Causing a class of equity security of the Company to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity security of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934
(the "Act"); or
(j) The suspension of the issuer's obligation to file reports
pursuant to Section 15(d) of the Act.
<PAGE>
<PAGE>
Item 4. Interest in Securities of the Issuer.
During the past 40 business days, there have been no
transactions in the Notes or in the Shares effected by the
Company or any of its directors or executive officers, except
as follows:
Between January 17, 1994 and February 18, 1994, James W.
Arnett, Jr., President and Chief Operating Officer of the
Company sold 38,931 Shares at prices ranging from $23.50 per
Share to $25.125 per Share.
On January 18, 1994, W. Craig Barber, Vice President-
Finance and Chief Financial Officer of the Company sold 4,000
Shares at a price of $25.375 per Share.
On January 18, 1994, James M. Grout, a Division President
of the Company exercised an option for 7,001 Shares at a price
of $5.036 per Share and sold those Shares at a price of
$25.375 per Share.
Between January 18, 1994 and February 15, 1994, Charles
E. Porter, a Division President of the Company exercised
options for 28,000 Shares at prices ranging from $6.143 to
$14.875 and sold 24,000 Shares at prices ranging from $23.25
to $25.50 per share.
On January 18, 1994, Kevin A. Henderson, a Division
President of the Company exercised an option for 6,000 Shares
at a price of $12.125 per Share and sold 12,000 Shares at a
price of $25.375 per Share.
On February 3, 1994, H. Benny Ball, Executive Vice
President-Human Resources of the Company sold 5,000 Shares at
a price of $22.625 per Share.
Between January 14, 1994 and January 19, 1994, Fred E.
McDaniel, Jr., Secretary and Treasurer of the Company sold
8,483 Shares at prices ranging from $24.50 per Share to $25.50
per Share.
On January 27, 1994, Cal Turner, Jr., a Director of the
Company purchased 2,000 Shares at an average price of $23.437
per Share.
Item 5. Contracts, Arrangements, Understandings or
Relationships With Respect to the Issuer's Securities.
Except for the Indenture, there are no contracts,
arrangements, understandings, or relationships relating,
directly or indirectly, to the tender offer (whether or not
legally enforceable) between the Company (or any director or
executive officer of the Company) and any person with respect
to any securities of the Company, including, without
limitation, any contract, arrangement, understanding, or
relationship concerning the transfer or the voting of any of
such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss,
or the giving or withholding of proxies, consents or
authorizations.
Item 6. Persons Retained, Employed or to be Compensated.
There are no persons employed, retained or to be
compensated by the Company to make solicitations or
recommendations in connection with the tender offer.
NationsBank of Tennessee, N.A., however, is the trustee under
the Indenture and will be communicating with and providing
notices to holders of the Notes as required by the Indenture.
<PAGE>
<PAGE>
Item 7. Financial Information.
The Company does not believe that any financial data or
pro forma financial data is material to the tender offer.
Item 8. Additional Information.
The Company does not believe that there is any additional
information that is material to a decision by a holder of a
Note with respect to the tender offer.
Item 9. Material to be Filed as Exhibits.
The following are filed as exhibits to this Schedule 13E-4:
(1) Notice to Securityholders
(2) Indenture dated as of April 1, 1989 between the Company
and NationsBank of Tennessee, N.A. (formerly known as
Sovran Bank/Central South), as Trustee, relating to
$201,250,000 in principal amount of liquid yield option
notes due 2004, filed as Exhibit 4.8 to Amendment No. 1
to the Company's Registration Statement on Form S-3 filed
with the Commission on April 3, 1989 (No. 33-27571), and
incorporated herein by this reference.
(3) Final prospectus filed with the Commission on April 4,
1989 pursuant to Rule 430A in connection with the
Company's Registration Statement on Form S-3 (No. 33-
27571), and incorporated herein by this reference.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
SHONEY'S, INC.
By: /s/ W. Craig Barber
W. Craig Barber
Vice President - Finance
and Chief Financial Officer
March 14, 1994
Date
<PAGE>
<PAGE> EXHIBIT INDEX
(Schedule 13E-4)
Exhibit Sequential
No. Description Page No.
(1) Notice to Securityholders 7
(2) Indenture dated as of April 1, 1989 between *
the Company and NationsBank of Tennessee, N.A.
(formerly known as Sovran Bank/Central South),
as Trustee, relating to $201,250,000 in
principal amount of liquid yield option notes
due 2004
(3) Final prospectus filed with the Commission *
on April 4, 1989 pursuant to Rule 430A in
connection with the Company's Registration
Statement on Form S-3 (No. 33-27571)
* Incorporated by reference.
<PAGE>
<PAGE> EXHIBIT (1)
<PAGE>
<PAGE> NOTICE TO SECURITYHOLDERS
SHONEY'S, INC.
Liquid Yield Option Notes Due 2004
(Zero Coupon-Subordinated)
CUSIP NUMBER ISSUE DATE MATURITY DATE
825039 AC 4 April 11, 1989 April 11, 2004
Notice to Holders of Shoney's, Inc. Liquid Yield Option
Notes due 2004 (Zero Coupon-Subordinated) (the "Notes")
under that certain Indenture dated as of April 1, 1989
(the "Indenture") by and between Shoney's, Inc. (the
"Corporation") and NationsBank of Tennessee, N.A.
(formerly Sovran Bank/Central South) (the "Trustee")).
This Notice is provided to holders of the Notes (the
"Noteholders") pursuant to Section 3.08(f) of the Indenture.
Capitalized terms used in this Notice, unless otherwise defined
herein, shall have the meanings given such terms in the Indenture.
Noteholders may require the Corporation to purchase their
Notes, subject to the terms and conditions of the Indenture, on
April 11, 1994 (the "Purchase Date"). Pursuant to the Indenture,
the Corporation may and does hereby elect to pay the Purchase Price
of any Notes in respect of which a Purchase Notice is given through
issuance of the Corporation's $1.00 par value common stock (the
"Shares").
Noteholders that do not elect to require the Corporation to
purchase their Notes will maintain the right to convert their Notes
into Shares of the Corporation in accordance with and subject to
the terms of the Indenture and the Notes.
Noteholders may elect to exercise their option requiring the
Corporation to purchase their Notes upon:
(1) Delivery to the Paying Agent of a written notice of
purchase (a "Purchase Notice") at any time prior to or on
the Purchase Date stating:
(A) the certificate number of the Note which the
Noteholder will deliver for purchase;
(B) the portion of the principal amount of the Note
which the Noteholder will deliver to be purchased,
which portion must be in integral multiples of
$1,000;
(C) that such Note (or portion thereof) shall be
purchased on the Purchase Date pursuant to the
terms and conditions specified in paragraph 6 of
the Notes; and
(2) delivery of such Note (together with all necessary
endorsements) to the Paying Agent by hand or registered
mail prior to, on or after the Purchase Date, such
delivery being a condition to receipt by a Noteholder of
the Purchase Price.
Each Noteholder that has sent a Purchase Notice in accordance
with Section 3.08 of the Indenture, and not withdrawn such Purchase
Notice prior to the Purchase Date, will receive Shares on the
Purchase Date with a Market Price, determined as of a specified
date prior to the Purchase Date, equal to $434.99 per $1,000
principal amount of Notes (the "Purchase Price"). Fractional
Shares will not be issued but will be paid in cash.
<PAGE>
<PAGE> The number of Shares a Noteholder will receive will be
determined by dividing the Purchase Price by the Market Price of a
Share. The Market Price of a Share is the average of the closing
sale price of a Share (as reported by the New York Stock Exchange
for composite transactions in the Shares) for the five Business Day
period (March 31 - April 6, 1994) ending three Business Days
(April 6, 1994) prior to the Purchase Date, subject to any
appropriate adjustment for the actual occurrence during the seven
Business Days preceding the Purchase Date of certain events
described in Sections 11.06, 11.07 or 11.08 of the Indenture.
Because the Market Price of the Shares will be determined
prior to the Purchase Date, Noteholders will bear the market risk
with respect to the value of the Shares to be received from the
date such Market Price is determined until the Purchase Date. Upon
a determination of the actual number of Shares to be paid to
Noteholders that have given Purchase Notices, the Corporation will
publish that determination in the Wall Street Journal.
The name and address of the Paying Agent and Conversion Agent
are as follows:
NationsBank
Corporate Trust Operations
Attn: Cathy Berntsen
7th Floor
715 Peachtree Street, N.E.
Atlanta, Georgia 30308
The conversion rate of the Notes presently is 29.349 Shares
per $1,000 principal amount of Notes. The closing sale price of a
Share, as reported by the New York Stock Exchange, on March 11,
1994 was $23.75.
Any Noteholder that has given a Purchase Notice may withdraw
such Purchase Notice by delivery of a written notice of withdrawal
to the Paying Agent at any time on or prior to the Purchase Date.
Such written notice of withdrawal must specify:
(1) The certificate number of the Note in respect
of which such notice of withdrawal is being submitted;
(2) The principal amount of the Note with respect
to which such notice of withdrawal is being submitted;
and
(3) The principal amount, if any, of such Note
which remains subject to the original Purchase Notice and
which has been or will be delivered for purchase by the
Corporation.
Any Note as to which a Purchase Notice has been given may be
converted only if the applicable Purchase Notice has been withdrawn
in accordance with the terms of the Indenture, which are described
above.
As soon as practicable after the Purchase Date, the
Corporation will deliver or cause to be delivered to each
Noteholder entitled to receive Shares a certificate for the number
of full Shares issuable in payment of the Purchase Price and a
check as payment for any fractional shares. Any question regarding
this Notice should be directed to the Trustee, NationsBank of
Tennessee, N.A., at 615-749-3770.
A copy of the Schedule 13E-4 (without exhibits) being filed by
the Company with the Securities and Exchange Commission with
respect to the purchase of the Notes accompanies this Notice.
March 14, 1994 SHONEY'S, INC.
