SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-A/A
Amendment No. 4 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.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0799798
(State of incorporation (IRS Employer
or organization) Identification No.)
1727 ELM HILL PIKE, NASHVILLE, TN 37210
(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
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)
<PAGE>
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). By
Amendment No. 2,
dated June 14, 1996 ("Amendment No. 2"), the Restated Rights
Agreement was
further amended so that TPI Enterprises, Inc. ("Enterprises")
would not be
treated as an Acquiring Person solely by reason of its
acquisition and
temporary ownership of Common Stock in accordance with 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, among the
Company, a
wholly-owned subsidiary of the Company and Enterprises (the
"Reorganization
Agreement"). 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
<PAGE> 2
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 withdrawn 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 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 (as defined
in the
Restated Rights Agreement) 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. By
virtue of Amendment No. 2, Enterprises and its Affiliates and
Associates
will be excluded from the definition of an Acquiring Persons until
the 90th
day following the closing of the transactions contemplated
by the
Reorganization Agreement (or such other date the Board of Directors
of the
Company determines to be reasonable and consistent with the
interests of
Shoney's) unless: (I) any person or group (other than a Person
who was an
Affiliate or Associate of Enterprises on March 15, 1996) Benefi-
cially Owns
in excess of 10% of the voting securities of Enterprises;
(II) the
individuals who, as of March 15, 1996, were members of the
Enterprises
Board, cease for any reason to constitute at least the majority
of the
Enterprises Board; (III) after March 15, 1996, any Affiliate or
Associate
of Enterprises increases the percentage of the voting
securities of
Enterprises that it Beneficially Owns; (IV) after March
15, 1996,
Enterprises or any Affiliate or Associate of Enterprises
becomes the
Beneficial Owner of any shares of Common Stock other than
pursuant to the
Reorganization Agreement; (V) after March 15, 1996, Enterprises
or any
Associate or Affiliate of Enterprises acquires or makes any
proposal or
enters into any agreement to acquire any assets or securities of
Shoney's,
except as contemplated by the Reorganization Agreement, or
announces,
commences or participates
<PAGE> 3
in a proxy or consent solicitation with respect to Shoney's; or
(VI) the
Shoney's Board determines that Enterprises shall not have
distributed the
shares of Shoney's Common Stock in accordance with the Plan of
Complete
Liquidation. 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 incorporat-
ing by
reference 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 Distribu-
tion 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 Distribu-
tion 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 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
<PAGE> 4
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 consolida-
tion, 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
shall sell or otherwise transfer (or one or more of its subsidiar-
ies 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
<PAGE> 5
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 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 outstand-
ing 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.
The Restated Rights Agreement (which includes as
Exhibit A the
forms of Rights Certificate and Election to Exercise) and
Amendment No. 1
and Amendment No. 2 to the Restated Rights Agreement are
incorporated
herein by reference. The foregoing
<PAGE> 6
description of the Rights is qualified in its entirety by
reference to the
Restated Rights Agreement (and such exhibit thereto) and
Amendment No. 1
and Amendment No. 2.
ITEM 2. EXHIBITS.
The following are filed as exhibits to this Registration
Statement on Form 8-A:
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Rights Agreement, dated
as of May
25, 1994, between Shoney's, Inc. (the
"Company") and
Harris Trust and Savings Bank, as Rights
Agent, filed
as Exhibit 4 to the Company's Current Report
on Form
8-K filed with the Commission on June 9,
1994 and
incorporated herein by this reference.
4.2 Amendment No. 1 dated as of April 18, 1995 to
Amended
and Restated Rights Agreement, dated as of
May 25,
1994, between Shoney's, Inc. (the "Company")
and Harris
Trust and Savings Bank, as Rights Agent,
filed as
Exhibit 4 to the Company's Current Report on
Form 8-K
filed with the Commission on May 4,
1995, and
incorporated herein by this reference.
4.3 Amendment No. 2 to the Amended and
Restated Rights
Agreement, filed as Exhibit 4.5 to the
Company's
Quarterly Report on Form 10-Q for the quarter
ended May
12, 1996 and filed with the Commission on
June 25,
1996, and incorporated herein by this refer-
ence.
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 7th day of August, 1996.
SHONEY'S, INC.
By: /s/ F.E. McDaniel, Jr.
F.E. McDaniel, Jr.,
Vice President and Treasurer
<PAGE> 7
