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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment No. 3 to
Registration Statement on Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHONEY'S, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 62-0799798
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(State of incorporation (IRS Employer
or organization) Identification No.)
1727 Elm Hill Pike, Nashville, TN 37210
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(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase
Common Stock New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
RIGHTS TO PURCHASE COMMON STOCK
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 the Rights, as
so amended, are summarized herein.
Each Right entitles its registered holder to purchase from the
Company, after the Distribution Date, one share of Common Stock, for
$60 (the "Purchase Price"), subject to adjustment. The Rights will be
evidenced by the Common Stock certificates until the close of business
on the earlier of (either, the "Distribution Date") (i) the tenth
business day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the
Distribution Date that would otherwise have occurred) after the date
on which any Person (as defined in the Restated Rights Agreement)
commences a tender or exchange offer which, if consummated, would
result in such Person's becoming an Acquiring Person, as defined below,
and (ii) the tenth day after the first date (the "Flip-in Date") of
public announcement by the Company that such Person has become an
Acquiring Person, other than as a result of a Flip-over Transaction or
Event (as defined below); PROVIDED that if a tender or exchange offer
referred to in clause (i) is cancelled, terminated or otherwise with-
drawn prior to the Distribution Date without the purchase of any shares
of stock pursuant thereto, such offer shall be deemed never to have
been made. An Acquiring Person is any Person having Beneficial
Ownership (as defined in
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the Restated Rights Agreement) of 10% or more of the outstanding shares
of Common Stock, which term shall not include (i) the Company, any
wholly-owned subsidiary of the Company or any employee stock ownership
or other employee benefit plan of the Company, (ii) any person who is
the Beneficial Owner of 10% or more of the outstanding Common Stock as
of the date of the Restated Rights Agreement or who shall become the
Beneficial Owner of 10% or more of the outstanding Common Stock solely
as a result of an acquisition of Common Stock by the Company, until
such time as such Person acquires additional Common Stock, other than
through a dividend or stock split, (iii) any Person who becomes an
Acquiring Person without any plan or intent to seek or affect control
of the Company if such Person, upon notice by the Company, promptly
divests sufficient securities such that such 10% or greater Beneficial
Ownership ceases or (iv) any Person who Beneficially Owns shares of
Common Stock consisting solely of (A) shares acquired pursuant to the
grant or exercise of an option granted by the Company in connection
with an agreement to merge with, or acquire, the Company at a time at
which there is no Acquiring Person, (B) shares owned by such Person and
its Affiliates and Associates at the time of such grant and (C) shares,
amounting to less than 1% of the outstanding Common Stock, acquired by
Affiliates and Associates of such Person after the time of such grant.
The Restated Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common
Stock. Common Stock certificates issued prior to the Distribution Date
shall evidence one Right for each four shares of Common Stock
represented thereby and shall contain a legend incorporating by refer-
ence the terms of the Restated Rights Agreement (as such may be amended
from time to time). Notwithstanding the absence of the aforementioned
legend or the existence of an earlier form of legend, certificates
evidencing shares of Common Stock outstanding on or prior to May 25,
1994 shall also evidence one Right for each four shares of Common Stock
evidenced thereby. Promptly following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of Common Stock at the Distribution Date.
The Rights will not be exercisable until the Business Day (as
defined in the Restated Rights Agreement) following the Distribution
Date. The Rights will expire on the earliest of (i) the Exchange Time
(as defined below), (ii) the close of business on May 25, 2004,
(iii) the date on which the Rights are redeemed as described below and
(iv) upon the merger of the Company into another corporation pursuant
to an agreement entered into when there is no Acquiring Person (in any
such case, the "Expiration Time").
The Purchase Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to
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prevent dilution in the event of a Common Stock dividend on, or a
subdivision or a combination into a smaller number of shares of, Common
Stock, or the issuance or distribution of any securities or assets in
respect of, in lieu of or in exchange for Common Stock.
In the event that, prior to the Expiration Time, a Flip-in
Date occurs, the Company shall take such action as shall be necessary
to ensure and provide that each Right (other than Rights Beneficially
Owned by the Acquiring Person or any affiliate or associate thereof,
which Rights shall become void) shall constitute the right to purchase
from the Company, upon the exercise thereof in accordance with the
terms of the Restated Rights Agreement, that number of shares of Common
Stock of the Company having an aggregate Market Price (as defined in
the Restated Rights Agreement), on the date of the public announcement
of an Acquiring Person's becoming such (the "Stock Acquisition Date")
that gave rise to the Flip-in Date, equal to twice the Purchase Price
for an amount in cash equal to the then current Purchase Price. In
addition, to the extent not prohibited by applicable law, the Board of
Directors of the Company may, at its option, at any time after a Flip-
in Date, elect to exchange all (but not less than all) the then
outstanding Rights (other than Rights Beneficially Owned by the
Acquiring Person or any affiliate or associate thereof, which Rights
become void), and if there shall be insufficient authorized but
unissued shares of Common Stock to permit the exercise in full of the
Rights, each Right shall automatically be exchanged for shares of
Common Stock at an exchange ratio of four shares of Common Stock per
Right appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date of the Distribution
Date (the "Exchange Ratio"). Immediately upon such action by the Board
of Directors (the "Exchange Time"), the right to exercise the Rights
will terminate and each Right will thereafter represent only the right
to receive a number of shares of Common Stock equal to the Exchange
Ratio.
In the event that, prior to the Expiration Time, the Company
enters into, consummates or permits to occur a transaction or series
of transactions after the time an Acquiring Person has become such in
which, directly or indirectly, (i) the Company shall consolidate, merge
or participate in a binding share exchange with any other Person if,
at the time of the consolidation, merger or share exchange or at the
time the Company enters into an agreement with respect to such
consolidation, merger or share exchange, the Acquiring Person controls
the Board of Directors of the Company and any term of or arrangement
concerning the treatment of shares of capital stock in such merger,
consolidation or share exchange relating to the Acquiring Person is not
identical to the terms and arrangements relating to other holders of
Common Stock or (ii) the Company
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shall sell or otherwise transfer (or one or more of its subsidiaries
shall sell or otherwise transfer) assets (A) aggregating more than 50%
of the assets (measured by either book value or fair market value) or
(B) generating more than 50% of the operating income or cash flow of
the Company and its subsidiaries (taken as a whole) to any other Person
(other than the Company or one or more of its wholly owned
subsidiaries) or to two or more such Persons which are affiliated or
otherwise acting in concert, if, at the time of such sale or transfer
of assets or at the time the Company (or any such subsidiary) enters
into an agreement with respect to such sale or transfer, the Acquiring
Person controls the Board of Directors of the Company (a "Flip-over
Transaction or Event"), the Company shall take such action as shall be
necessary to ensure, and shall not enter into, consummate or permit to
occur such Flip-over Transaction or Event until it shall have entered
into a supplemental agreement with the Person engaging in such Flip-
over Transaction or Event or the parent corporation thereof (the "Flip-
over Entity"), for the benefit of the holders of the Rights, providing,
that upon consummation or occurrence of the Flip-over Transaction or
Event (i) each Right shall thereafter constitute the right to purchase
from the Flip-over Entity, upon exercise thereof in accordance with the
terms of the Restated Rights Agreement, that number of shares of common
stock of the Flip-over Entity having an aggregate Market Price on the
date of consummation or occurrence of such Flip-over Transaction or
Event equal to twice the Purchase Price for an amount in cash equal to
the then current Purchase Price and (ii) the Flip-over Entity shall
thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the
obligations and duties of the Company pursuant to the Restated Rights
Agreement. For purposes of the foregoing description, the term
"Acquiring Person" shall include any Acquiring Person and its
Affiliates and Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, redeem all
(but not less than all) the then outstanding Rights at a price of $.01
per Right (the "Redemption Price"), as provided in the Restated Rights
Agreement. Immediately upon the action of the Board of Directors of
the Company to redeem the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive the
Redemption Price in cash for each Right so held.
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
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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 recognized investment banking firm selected by
the Company has not opined is inadequate.
The holders of Rights will, solely by reason of their
ownership of Rights, have no rights as stockholders of the Company,
including, without limitation, the right to vote or to receive
dividends.
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.
ITEM 2. EXHIBITS.
The following are filed as exhibits to this Registration
Statement on Form 8-A:
EXHIBIT NO. DESCRIPTION
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(4) Amendment No. 1 to the Amended and Restated
Rights Agreement, filed as Exhibit 4 to the
Company's Current Report on Form 8-K dated
April 18, 1995 and filed with the Commission
on May 4, 1995, and incorporated herein by
this reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto 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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