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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
Shoney's, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
825039 10 0
- -------------------------------------------------------------------------------
(CUSIP Number)
Richard A. Goldberg, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 9, 1996
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 on 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).
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SCHEDULE 13D
- ------------------------------------------ ---------------------------- -------
CUSIP No. 825039 10 0 Page 2 of 6 Pages
- -------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPI Enterprises, Inc.
- -------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
N/A
- -------- ----------------------------------------------------------------------
3 SEC USE ONLY
- -------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
- -------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------- ------ --------------------------------------------------
7 SOLE VOTING POWER
6,785,114
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------ --------------------------------------------------
8 SHARED VOTING POWER
0
------ --------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,785,114
------ --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,785,114
- -------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- -------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
- -------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, $1.00 par value ("Common Stock")
Issuer: Shoney's, Inc.
1727 Elm Hill Pike
Nashville, TN 37210
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f) This Schedule 13D is being filed by TPI
Enterprises, Inc., a New Jersey corporation ("Enterprises"). The address of
principal business and principal business office of Enterprises is 50 North
Front Street, Suite 600, Memphis, Tennessee 38173. The executive officers and
directors of Enterprises are as follows:
Frederick W. Burford is the President, Chief Financial Officer
and Secretary and a Director of Enterprises, which currently constitutes
Mr. Burford's principal occupation. Mr. Burford's principal business address is
50 North Front Street, Suite 600, Memphis, Tennessee 38173. Mr. Burford is a
United States citizen.
Paul James Siu is the Assistant Secretary and a Director of
Enterprises. Mr. Siu currently serves as principal of Paul Siu & Company, a
business consulting concern, and his principal business address is 128 East 61st
Street, New York, New York 10022. Mr. Siu is a United States citizen.
Douglas K. Bratton is a Director of Enterprises. Mr. Bratton
currently serves as an investment advisor for TMT-FW, Inc. and a partner of the
Airlie Group L.P., a diversified investment firm, and his principal business
address is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Mr. Bratton is
a United States citizen.
Osvaldo Cisneros is a Director of Enterprises. Mr. Cisneros
currently serves as President of Ocaat, CA, a holding company that operates
numerous soft-drink bottling plants in Venezuela; President of Telefonia
Celular, a cellular telephone company; Prodevisa, a glass company; Refractorios
del Caroni, a brick company; and Central Portuguesa, a sugar mill; and his
principal business address is Aptd. 20519 Los Ruices, Caracas, Venezuela.
Mr. Cisneros is a Venezuela citizen.
Lawrence F. Levy is a Director of Enterprises. Mr. Levy
currently serves as Chairman of the Boards of The Levy Organization, a company
involved in, among other things, the ownership, management, leasing and
development of commercial real estate, and Levy Restaurants, a food service
company that operates restaurants and concession facilities, and his principal
business address is 980 North Michigan Avenue, Chicago, Illinois 60611. Mr. Levy
is a United States citizen.
<PAGE>
John L. Marion, Jr. is a Director of Enterprises. Mr. Marion
currently serves as an investment advisor for TMT-FW, Inc. and a partner of the
Airlie Group L.P., a diversified investment firm, and his principal business
address is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. Mr. Marion is a
United States citizen.
J. Gary Sharp is a Director of Enterprises. Mr. Sharp is
currently retired, having resigned as President and Chief Executive Officer of
Enterprises on September 9, 1996, and his principal business address is 50
North Front Street, Suite 600, Memphis, Tennessee 38173. Mr. Sharp is a United
States citizen.
Edwin B. Spievack is a Director of Enterprises. Mr. Spievack
currently serves as Vice President of Business Development of Source Inc. and as
President of EBSco, Limited, a business consulting concern, and his principal
business address is 5116 Water Haven Lane, Plano, Texas 75093.
Thomas M. Taylor is a Director of Enterprises. Mr. Taylor
currently serves as President of Thomas M. Taylor & Co., an investment entity;
and President of TMT-FW, Inc., which serves as one of two general partners of
the general partner of The Airlie Group L.P., a diversified investment firm; and
his principal business address is 201 Main Street, Suite 2600, Forth Worth,
Texas 76102. Mr. Taylor is a United States citizen.
See Item 4 for information regarding principal business of
Enterprises.
See Item 5 for information regarding ownership of Common
Stock.
(d) and (e). During the past five years, neither Enterprises
nor any executive officer or director of Enterprises has been convicted in any
criminal proceeding nor has Enterprises or any executive officer or director of
Enterprises been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Enterprises acquired 6,785,114 shares of Common Stock from
Shoney's, Inc. ("Shoney's") as partial consideration for the sale to Shoney's
of substantially all of the assets of Enterprises, including all of the issued
and outstanding capital stock of TPI Restaurants, Inc., a Tennessee
corporation, TPI Insurance Corporation, a Hawaii corporation, and TPI
Entertainment, Inc., a Delaware corporation.
All of the shares of Common Stock reported herein were acquired from
Shoney's pursuant to terms of the Plan of Tax-Free Reorganization Under Section
368(a)(1)(C) of the Internal Revenue Code and Agreement, dated as of March 15,
1996, as amended, among Shoney's, TPI Restaurants Acquisition Corporation, a
wholly-owned subsidiary of Shoney's, and Enterprises (the "Reorganization
Agreement").
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ITEM 4. PURPOSE OF THE TRANSACTION
All of the shares of Common Stock reported herein were
acquired from Shoney's pursuant to the terms of the Reorganization Agreement.
Pursuant to the Reorganization Agreement, Enterprises sold substantially
all of its assets to Shoney's, and Enterprises intends to dissolve and
liquidate its assets as soon as practicable in accordance with the provisions
of the New Jersey Business Corporation Act. In connection therewith,
the Board of Directors of Enterprises has approved the distribution of all of
the shares of Common Stock held by Enterprises to Enterprises' shareholders of
record as of September 24, 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Enterprises is the beneficial owner of 6,785,114
shares of Common Stock, for a total beneficial ownership of 14.0% of the
outstanding shares of Common Stock. Enterprises has the sole power to vote and
to direct the voting of and the sole power to dispose and direct the
disposition of the 6,785,114 shares of Common Stock owned by Enterprises. The
Board of Directors of Enterprises has approved the distribution of all of the
shares of Common Stock held by Enterprises to Enterprises' shareholders of
record as of September 24, 1996.
The number of shares beneficially owned by Enterprises, and
the percentage of outstanding shares represented thereby, have been computed in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The ownership of the Common Stock of Shoney's is based on 48,449,481
outstanding shares of Common Stock, consisting of 41,664,367 shares of Common
Stock as reported by Shoney's in its Joint Proxy Statement/Prospectus dated
July 22, 1996 and the 6,785,114 shares of Common Stock issued to Enterprises
pursuant to the terms of the Reorganization Agreement.
In addition to the foregoing, see Item 6 below.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to the terms of the Reorganization Agreement,
Enterprises agreed to promptly distribute a sufficient number of shares of
Common Stock acquired from Shoney's to Enterprises' shareholders, in a manner
consistent with law, as is necessary for Enterprises to cease to be the
Beneficial Owner (as defined in the Amended and Restated Rights Agreement,
dated as of May 25, 1994, between Shoney's and Harris Trust Savings Bank, as
Rights Agent) of 10% or more of the outstanding shares of Common Stock. The
Board of Directors of Enterprises has approved the distribution of all of the
shares of Common Stock held by Enterprises to Enterprises' shareholders of
record as of September 24, 1996.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Plan of Tax-Free Reorganization Under Section 368
(a)(1)(C) of the Internal Revenue Code and Agreement, dated as of March 15,
1996, among Shoney's, Inc., TPI Restaurants Acquisition Corporation, a
wholly-owned subsidiary of Shoney's, Inc., and TPI Enterprises, Inc.
(incorporated herein by reference to Exhibit 2 to the Current Report of
Shoney's, Inc. on Form 8-K filed with the Securities and Exchange Commission on
March 20, 1996).
Exhibit B. Amendment No. 1 to Plan of Tax-Free Reorganization
Under Section 368 (a)(1)(C) of the Internal Revenue Code and Agreement, dated
as of June 14, 1996, among Shoney's, Inc., TPI Restaurants Acquisition
Corporation, a wholly-owned subsidiary of Shoney's, Inc., and TPI Enterprises,
Inc. (incorporated herein by reference to Exhibit 2 of Amendment No. 2 of
Shoney's Registration Statement of Form S-4 filed with the Securities and
Exchange Commission on July 22, 1996).
Exhibit C. Amendment No. 2 to Plan of Tax-Free Reorganization
Under Section 368 (a)(1)(C) of the Internal Revenue Code and Agreement, dated
as of July 18, 1996, among Shoney's, Inc., TPI Restaurants Acquisition
Corporation, a wholly-owned subsidiary of Shoney's, Inc., and TPI Enterprises,
Inc. (incorporated herein by reference to Exhibit 2 of Amendment No. 2 of
Shoney's Registration Statement of Form S-4 filed with the Securities and
Exchange Commission on July 22, 1996).
Exhibit D. Amendment No. 3 to Plan of Tax-Free Reorganization
Under Section 368 (a)(1)(C) of the Internal Revenue Code and Agreement, dated
as of August 21, 1996, among Shoney's, Inc., TPI Restaurants Acquisition
Corporation, a wholly-owned subsidiary of Shoney's, Inc. and TPI Enterprises,
Inc.
Exhibit E. Irrevocable Commitment, dated as of September 9,
1996, from TPI Enterprises, Inc. to Shoney's, Inc.
<PAGE>
SIGNATURES
After reasonable 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.
TPI ENTERPRISES, INC.
By: /s/ Frederick W. Burford
---------------------------
Frederick W. Burford
President, Chief Financial
Officer and Secretary
Dated: September 19, 1996
<PAGE>
EXHIBIT D
AMENDMENT NO. 3 TO
PLAN OF TAX-FREE REORGANIZATION UNDER
SECTION 368 (a) (1) (C)
OF THE INTERNAL REVENUE CODE
AND AGREEMENT
This Amendment No. 3 ("Amendment"), dated August 21, 1996,
amends the Plan of Tax-Free Reorganization under Section 368 (a) (1) (C) of the
Internal Revenue Code and Agreement dated March 15, 1996, as amended by
Amendment No. 1 and Amendment No. 2 thereto (as heretofore amended, the
"Agreement"), by and among Shoney's, Inc., a Tennessee corporation,
("Shoney's"), TPI Restaurants Acquisition Corporation, a Tennessee corporation
("TPAC"), and TPI Enterprises, Inc., a New Jersey corporation ("Enterprises").
Except as otherwise provided herein, capitalized terms used
in this Amendment have the meanings ascribed to them in the Agreement.
WHEREAS, the parties mutually desire to extend the
Termination Date, as that term is used in the Agreement, from August 30, 1996
to September 9, 1996;
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, Shoney's, TPAC and Enterprises agree as
follows:
1. Amendment to ARTICLE I. The definition of "Termination
Date" appearing in Article I of the Agreement is hereby amended to read in its
entirety as follows:
"Termination Date" means September 9, 1996.
2. Consent. Enterprises consents to the amendment of Shoney's
Charter to increase to 200 million the number of authorized shares of Shoney's
Common Stock, the amendment of Shoney's Stock Plan and the grant of performance
based options covering as many as 2,650,000 shares of Shoney's Common Stock, as
contemplated and described in the Proxy Statement.
3. Reaffirmation of Other Terms and Conditions. Except as
modified by this Amendment, all other terms and conditions of the Agreement, as
in effect prior to the execution of this Amendment, shall remain in full force
and effect and the same are hereby reaffirmed and ratified as if fully set
forth herein.
<PAGE>
IN WITNESS WHEREOF, Shoney's, Enterprises and TPAC have
caused this Amendment No. 3 to the Agreement to be signed by their respective
officers thereunto duly authorized, on this 21st day of August, 1996.
TPI ENTERPRISES, INC.
By /s/ J. Gary Sharp
-----------------------------------------
J. Gary Sharp, President and CEO
SHONEY'S INC.
By /s/ W. Craig Barber
-----------------------------------------
W. Craig Barber, Senior Executive Vice
President and Chief Financial Officer
TPI RESTAURANTS ACQUISITION CORP.
By /s/ W. Craig Barber
-----------------------------------------
W. Craig Barber, Vice President
<PAGE>
EXHIBIT E
IRREVOCABLE COMMITMENT
Reference is hereby made to that certain Plan of Tax-Free
Reorganization under Section 368(a)(1)(C) of the Internal Revenue Code and
Agreement, dated as of March 15, 1996, as amended, by and among TPI
Enterprises, Inc. ("Enterprises"), Shoney's, Inc. ("Shoney's") and TPI
Restaurants Acquisition Corporation, a wholly-owned subsidiary of Shoney's (the
"Reorganization Agreement"). Capitalized terms not defined herein have the
meanings given them in the Reorganization Agreement.
Enterprises hereby irrevocably commits to promptly distribute
to its shareholders, subsequent to its receipt of the Exchange Shares and in a
manner consistent with law, a sufficient number of such Exchange Shares issued
to Enterprises pursuant to the Reorganization as is necessary for Enterprises
to cease to be the Beneficial Owner (as defined in the Amended and Restated
Rights Agreement, dated as of May 25, 1994, between Shoney's and Harris Trust
Savings Bank, as Rights Agent (the "Rights Agreement")) of 10% or more of the
outstanding shares of common stock, $1.00 par value per share, of Shoney's.
IN WITNESS WHEREOF, the undersigned has executed this
Irrevocable Commitment as of this 9th day of September, 1996.
TPI ENTERPRISES, INC.
By:/s/ Frederick W. Burford
-----------------------------------------
Frederick W. Burford
Executive Vice President, Chief
Financial Officer and Secretary
Acknowledged that this
Irrevocable Commitment meets
the requirement set forth
in Section 1.1 of the Rights
Agreement as of this 9th day
of September, 1996:
SHONEY'S, INC.
By: /s/ W. Craig Barber
--------------------------
Name: W. Craig Barber
Title: SEVP & CFO
