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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 18, 1995
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SHONEY'S, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-4377 62-0799798
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
1727 Elm Hill Pike, Nashville, TN 37210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (615) 391-5201
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ITEM 5. OTHER EVENTS.
On March 7, 1988, the Board of Directors of Shoney's, Inc., a
Tennessee corporation (the "Company"), declared a dividend of one right
(a "Right") for each four outstanding shares of common stock, par value
$1.00 per share ("Common Stock"), of the Company held of record at the
close of business on March 15, 1988 (the "Record Time"), or issued
thereafter and prior to the Distribution Date (as hereinafter defined)
and thereafter pursuant to options and convertible securities
outstanding at the Distribution Date. The Rights were issued pursuant
to a Rights Agreement, dated as of March 7, 1988 (the "Rights
Agreement"), between the Company and Citizens and Southern Trust
Company (Georgia), National Association, as Rights Agent. On March 1,
1989, the Rights Agreement was amended to adjust the Purchase Price (as
hereinafter defined) as a result of a plan of recapitalization and on
March 15, 1993, the Rights Agreement was further amended to increase
the Purchase Price and to formalize the appointment of the successor
Rights Agent, Harris Trust and Savings Bank (the "Rights Agent").
On May 25, 1994, the Company and the Rights Agent amended and
restated the Rights Agreement in its entirety (the "Restated Rights
Agreement"). The Restated Rights Agreement was amended pursuant to
Amendment No. 1 dated as of April 18, 1995 ("Amendment No. 1") to
provide, subject to certain conditions, a procedure to consider the
possible redemption of the Rights in the event the Company receives a
"Qualified Offer" (as that term is defined in Amendment No. 1). The
terms of Amendment No. 1 to the Restated Rights Agreement are
summarized herein.
In the event the Company shall receive a Qualified Offer (as
hereinafter defined), the Board of Directors of the Company shall
either (i) within 60 days of receipt of the Qualified Offer either
redeem the Rights or approve an alternative transaction which the Board
of Directors of the Company has determined to be financially superior
for the holders of shares of Common Stock other than the Person making
the Qualified Offer and its Affiliates or (ii) call a special meeting
of shareholders at which the shareholders shall vote on whether to
redeem the Rights, which the Board of Directors of the Company shall
do if a majority of the outstanding Shares not Beneficially Owned by
the person making the Qualified Offer votes affirmatively to request
the Board to redeem the Rights. A "Qualified Offer" is a tender offer
made (i) in accordance with applicable law, (ii) for all outstanding
Shares at the same price per Share, (iii) for cash on a fully-financed
basis or for non-cash consideration consisting solely of New York Stock
Exchange listed securities offered on a basis that will afford holders
of Shares tax-deferred treatment, (iv) not subject to financing,
funding or due diligence conditions and (v) as to which a nationally
recognized investment
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banking firm selected by the Company has not opined is inadequate.
Amendment No. 1 to the Restated Rights Agreement is attached
hereto as an exhibit and is incorporated herein by reference. The
Restated Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise) is filed as Exhibit 4 to
the Company's Current Report on Form 8-K dated May 25, 1994 and filed
with the Commission on June 8, 1994 and also is incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to the Restated Rights Agreement (and such
exhibit thereto) and Amendment No. 1.
For a further description of this event, reference is made to
Amendment No. 1 to the Restated Rights Agreement, a copy of which is
attached as Exhibit 4 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following are filed as exhibits to this Current Report on
Form 8-K:
Exhibit No. Description
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(4) Amendment No. 1 to the Restated Rights
Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized on this 3rd day of
May, 1995.
SHONEY'S, INC.
By: /s/ F.E. McDaniel, Jr.
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F.E. McDaniel, Jr.
Secretary and Treasurer
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AMENDMENT NO. 1
Amendment No. 1 to the Amended and Restated Rights Agreement,
dated as of May 25, 1994 (the "Rights Agreement"), between Shoney's,
Inc., a Tennessee corporation (the "Company"), and Harris Trust and
Savings Bank, an Illinois banking corporation, as Rights Agent (the
"Rights Agent," which term shall include any successor Rights Agent
under the Rights Agreement).
WITNESSETH:
WHEREAS, on May 25, 1994, the Company and the Rights Agent
entered into the Rights Agreement;
WHEREAS, Section 5.4 of the Rights Agreement provides that the
Company may amend the Rights Agreement without the approval of any
holders of Rights Certificates with respect to matters which shall not
adversely affect the interest of such holders; and
WHEREAS, the Company and the Rights Agent wish to amend the
Rights Agreement;
NOW, THEREFORE, for and in consideration of the premises, the
Rights Agreement is amended as follows:
1. Subsection (b) of Section 5.1 shall be relettered
subparagraph (c) and a new subsection (b) shall be added immediately
prior thereto which shall read as follows:
(b) In the event the Company shall receive a
Qualified Offer (as hereinafter defined), the Board of
Directors of the Company shall either (i) within 60 days of
receipt of the Qualified Offer either redeem the Rights or
approve an alternative transaction which the Board of
Directors of the Company has determined to be financially
superior for the holders of shares of Common Stock other than
the Person making the Qualified Offer and its Affiliates or
(ii) call a special meeting of shareholders at which the
shareholders shall vote on whether to redeem the Rights, which
the Board of Directors of the Company shall do if a majority
of the outstanding shares not Beneficially Owned by the Person
making the Qualified Offer votes affirmatively to request the
Board to redeem the Rights. A "Qualified Offer" is a tender
offer (i) made in accordance with applicable law, (ii) for all
outstanding shares at the same price per share, (iii) for cash
on a fully-financed basis or for non-cash consideration
consisting solely of New York Stock Exchange listed securities
offered on a basis that will afford holders of shares tax-
deferred treatment, (iv) not subject to financing, funding or
due diligence conditions and (v) as to which a nationally
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recognized investment banking firm selected by the Company has
not opined is inadequate.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of April 18, 1995.
SHONEY'S, INC.
By:/s/ F. E. McDaniel, Jr.
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Name: F. E. McDaniel, Jr.
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Title: Secretary and Treasurer
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HARRIS TRUST AND SAVINGS BANK
By: /s/ Keith A. Bradley
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Name: Keith A. Bradley
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Title:Assistant Vice President
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