<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
SHONEY'S, INC.
--------------
(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of class of securities)
825039100
-------------------------
(CUSIP Number)
MR. RAYMOND D. SCHOENBAUM
1640 POWERS FERRY ROAD
BUILDING TWO, SUITE 100
MARIETTA, GEORGIA 30067-6050
(770) 612-2456
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
MR. JOHN D. CAPERS, JR.
KING & SPALDING
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1763
JULY 25, 1997
----------------
(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: [ ]
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 (the "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).
(Continued on following pages)
<PAGE>
CUSIP NO. 825039100
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
BETTY J. SCHOENBAUM
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER 2,703,388
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 691,092
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,703,388
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 691,092
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,394,480
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% (BASED ON 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 15 Pages
Exhibit Index on Page 12
<PAGE>
CUSIP NO. 825039100
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
RAYMOND D. SCHOENBAUM
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER 272,311
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 235,750
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 272,311
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 235,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
508,061
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (BASED ON 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 15 Pages
Exhibit Index on Page 12
<PAGE>
CUSIP NO. 825039100
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
JOANN SCHOENBAUM MILLER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER 17,603
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 35,750
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 17,603
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 35,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,353
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.11% (BASED ON 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 15 Pages
Exhibit Index on Page 12
<PAGE>
CUSIP NO. 825039100
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
SCHOENBAUM CORPORATION
88-0354486
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA, U.S.A.
NUMBER OF 7. SOLE VOTING POWER 2,703,388
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,703,388
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,703,388
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (BASED ON 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 15 Pages
Exhibit Index on Page 12
<PAGE>
CUSIP NO. 825039100
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
SCHOENBAUM VENTURES L.P.
88-0328974
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA, U.S.A.
NUMBER OF 7. SOLE VOTING POWER 2,703,388
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,703,388
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,703,388
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (BASED ON 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 15 Pages
Exhibit Index on Page 12
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND. This Item 2 is amended by adding the
following:
This Schedule 13D is being filed on behalf of Betty J. Schoenbaum, her
son Raymond D. Schoenbaum, her daughter Joann Schoenbaum Miller, Schoenbaum
Corporation, a Nevada corporation, and Schoenbaum Ventures L.P. (the
"Partnership"), a Nevada limited partnership (Betty J. Schoenbaum, Raymond D.
Schoenbaum, Joann Schoenbaum Miller, Schoenbaum Corporation and the Partnership
are referred to herein collectively as the "Reporting Persons"), who together
may constitute a group within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934 (the "Act").
Joann Schoenbaum Miller is a citizen of the United States. Joann
Schoenbaum Miller's residential address is 1331 Preservation Way, Oldsmar,
Florida 34677. Joann Schoenbaum Miller is a homemaker.
During the last five years, none of the Reporting Persons, any of the
officers or directors of any of the Reporting Persons, or, to the knowledge of
the Reporting Persons, any person with whom any of the Reporting Persons share
voting or dispositive power with respect to the Common Stock, $1.00 par value
(the "Common Stock") of Shoney's, Inc. (the "Issuer"), has been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Item 3 is
amended by adding the following:
Joann Schoenbaum Miller may be deemed to beneficially own 53,353 shares
of Common Stock. Of these shares, Joann Schoenbaum Miller owns 17,603 shares
individually which were acquired either through gifts from family members or
through open market purchases using personal funds. The remaining 35,750 shares
are owned by the Schoenbaum Family Foundation of which Joann Schoenbaum Miller
is a Vice President and a trustee. Ms. Miller may be deemed to have beneficial
ownership of shares owned by the Schoenbaum Family Foundation.
ITEM 4. PURPOSE OF TRANSACTION. This Item 4 is amended by adding the
following:
On July 22, 1997, after the delivery of agent designations to the Issuer
by Raymond D. Schoenbaum on behalf of shareholders representing approximately
42% of the Common Stock and immediately prior to the hearing at which the U.S.
District Court would have considered the claims of the Issuer and Raymond D.
Schoenbaum and Betty J. Schoenbaum (the "Shoney's Shareholders Committee")
relating to the amendments to the bylaws of the Issuer and the date of the
special meeting, the board of directors of the Issuer announced that the special
meeting of shareholders of the Issuer would be scheduled for late September and
that the record date for determining the shareholders entitled to vote at the
special meeting would be August 11, 1997. The Shoney's Shareholders' Committee
determined to agree to a September 25 special meeting date as a means of locking
in the date of the special meeting, permitting the process to move forward and
forestalling future costly litigation. In connection with the agreement on the
date of the special meeting and the record date, the Shoney's Shareholders'
Committee was able to obtain from the Issuer an agreement to provide the
complete list of shareholder records which the Shoney's Shareholders' Committee
previously had requested and to appoint independent inspectors of election at
the special meeting. As part of this agreement, the litigation in the U.S.
District Court was dismissed without prejudice and an order (attached as Exhibit
2 hereto) outlining the agreement was entered by the court. The court, however,
in the order, retained jurisdiction over the matter for purposes of enforcing
the terms of the agreement and adjudicating any disputes under the order,
including any proposed changes of the date of the special meeting or the record
date.
<PAGE>
Although she is not a member of the Shoney's Shareholders' Committee,
Joann Schoenbaum Miller, the daughter of Betty J. Schoenbaum and the sister of
Raymond D. Schoenbaum, has indicated her support for the efforts of the Shoney's
Shareholders' Committee and that she may act together with the Shoney's
Shareholders' Committee in connection with the proxy solicitation. As a result,
Ms. Miller may be deemed to be a "participant" in the solicitation and a member
of a group with the members of the Shoney's Shareholders' Committee for purposes
of Section 13(d) of the Act.
Page 7 of 15 Pages
Exhibit Index on Page 12
<PAGE>
Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and
restated in its entirety as follows:
(a) Betty J. Schoenbaum, Raymond D. Schoenbaum, Joann Miller Schoenbaum,
Schoenbaum Corporation and the Partnership together may constitute a group
within the meaning of Rule 13d-5 of the Act. Betty J. Schoenbaum, Raymond D.
Schoenbaum, Joann Miller Schoenbaum, Schoenbaum Corporation and the Partnership,
as a group, may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Act, as amended), 3,884,394 shares of Common Stock, which
constitutes 8.0% of the outstanding shares of Common Stock (based on 48,568,109
shares of Common Stock outstanding on June 20, 1997).
(b) Betty J. Schoenbaum has sole power to vote, or to direct the vote of,
2,703,388 shares of Common Stock, and sole power to dispose, or to direct the
disposition of, 2,703,388 shares of Common Stock. Betty J. Schoenbaum also has,
or may be deemed to have, shared power to vote, or to direct the vote of,
691,092 shares of Common Stock, and shared power to dispose, or to direct the
disposition of, 691,092 shares of Common Stock. These 3,394,480 shares are owned
as follows:
(i) The Partnership owns 2,703,338 shares. The General Partner of
the Partnership is Schoenbaum Corporation which has the sole
voting and dispositive power over the assets of the
Partnership. Betty J. Schoenbaum is the President of Schoenbaum
Corporation.
(ii) The Betty Schoenbaum Revocable Trust owns 455,342 shares of
Common Stock over which the trustees, Betty J. Schoenbaum and
Chase Manhattan Private Bank, N.A., share voting and
dispositive power. The principal business address of Chase
Manhattan Private Bank, N.A., a national banking association,
is 205 Royal Palm Way, Palm Beach, Florida 33480.
(iii) The Schoenbaum Family Foundation, a charitable foundation, owns
35,750 shares of Common Stock. The principal business address
of the Schoenbaum Family Foundation is P.O. Box 9439, Longboat
Key, Florida 34228-9439. Betty J. Schoenbaum is the President,
Secretary and Treasurer and a trustee of the Schoenbaum Family
Foundation and shares voting and dispositive power with the
other officers and trustees of the foundation. The other
officers and trustees are as follows:
<TABLE>
<CAPTION>
Name Position Principal Occupation
------------------------- -------------- --------------------
<S> <C> <C>
Raymond D. Schoenbaum Vice President Private Investor
and Trustee
Jeffrey F. Schoenbaum Vice President Private Investor
402 S. Westshore Blvd. and Trustee
Tampa, Florida 33609
Citizenship: U.S.A.
Joann Schoenbaum Miller Vice President Homemaker
1331 Preservation Way and Trustee
Oldsmar, Florida 34677
Citizenship: U.S.A.
</TABLE>
Page 8 of 15 Pages
Exhibit Index on Page 12
<PAGE>
<TABLE>
<CAPTION>
Name Position Principal Occupation
------------------------- -------------- --------------------
<S> <C> <C>
Emily Schoenbaum Vice President Student
5541 Gulf of Mexico Drive, #E and Trustee
Longboat Key, Florida 34228
Citizenship: U.S.A.
Dr. Robert E. Perkins Trustee Executive Director
1800 Second Street of charitable
Suite 905 foundations
Sarasota, Florida 34236
Citizenship: U.S.A.
</TABLE>
(iv) The Charitable Remainder Annuity Trust, of which Betty J. Schoenbaum
is a life beneficiary, owns 200,000 shares of Common Stock. As the
beneficiary, Betty J. Schoenbaum shares voting control with One
Valley Bank, N.A., the Trustee. The principal business address of
One Valley Bank, N.A., a national banking association, is One Valley
Square, Charleston, West Virginia 25326.
Raymond D. Schoenbaum has sole power to vote, or to direct the vote of,
272,311 shares of Common Stock, and to dispose, or to direct the disposition of,
272,311 shares of Common Stock. Raymond D. Schoenbaum also has, or may be deemed
to have, shared power to vote, or to direct the vote of, 235,750 shares of
Common Stock, and shared power to dispose, or to direct the disposition of
235,750 shares of Common Stock. These 508,061 shares are owned as follows:
(i) Raymond D. Schoenbaum individually owns 261,000 shares.
(ii) The Raymond D. Schoenbaum Trust owns 200,000 shares over which
the trustees, Raymond D. Schoenbaum and Chase Manhattan Bank
Delaware, share voting and dispositive power. The principal
business address of Chase Manhattan Bank Delaware, a Delaware
banking corporation, is 1201 Market Street, Wilmington, Delaware
19801.
(iii) The Schoenbaum Family Foundation owns 35,750 shares. Raymond D.
Schoenbaum is a Vice President and trustee of the Schoenbaum
Family Foundation and may be deemed to share voting and
dispositive power with the other officers and trustees.
(iv) The remaining 11,311 shares are held in custodial accounts for
the children of Raymond D. Schoenbaum over which Raymond D.
Schoenbaum is the custodian and has sole voting and dispositive
power.
Raymond D. Schoenbaum disclaims beneficial ownership of 8,407 shares of Common
Stock which are beneficially owned by his wife, Susan R. Schoenbaum.
Joann Schoenbaum Miller has sole power to vote, or to direct the vote of,
17,603 shares of Common Stock, and to dispose, or to direct the disposition of,
17,603 shares of Common Stock. Joann Schoenbaum Miller also may be deemed to
have shared power to vote, or to direct the vote of, 35,750 shares of Common
Stock, and shared power to dispose, or to direct the disposition of 35,750
shares of Common Stock. These 53,353 shares are owned as follows:
<PAGE>
(i) Joann Schoenbaum Miller individually owns 17,603 shares.
(ii) The Schoenbaum Family Foundation owns 35,750 shares. Joann
Schoenbaum Miller is a Vice President and trustee of the
Schoenbaum Family Foundation and may be deemed to share voting
and dispositive power with the other officers and trustees.
Page 9 of 15 Pages
Exhibit Index on Page 12
<PAGE>
(c) The Betty Schoenbaum Revocable Trust acquired 60,000 shares of Common
Stock for cash on the open market on April 4, 1997 at a price of $4.75 per
share. Raymond D. Schoenbaum acquired 100,000 shares of Common Stock for cash
on the open market on March 18, 1997 at a price of $5.25 per share. Except as
indicated herein, no transactions in the Common Stock have been effected by any
of the Reporting Persons during the 60 days preceding the date of this Schedule
13D.
(d) Except as indicated herein, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities described above.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Order of the United States District Court for the Middle District of
Tennessee, Nashville Division.
Page 10 of 15 Pages
Exhibit Index on Page 12
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: July 25, 1997
/s/ Betty J. Schoenbaum
--------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
--------------------------
Raymond D. Schoenbaum
/s/ Joann Schoenbaum Miller
---------------------------
Joann Schoenbaum Miller
Schoenbaum Corporation
By: /s/ Betty J. Schoenbaum
---------------------------
Betty J.Schoenbaum,
President
Schoenbaum Ventures L.P.
By: Schoenbaum Corporation,
General Partner
By: /s/ Betty J. Schoenbaum
---------------------------
Betty J. Schoenbaum,
President
Page 11 of 15 Pages
Exhibit Index on Page 12
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Order of the United States District Court
for the Middle District of Tennessee,
Nashville Division.
Page 12 of 15 Pages
Exhibit Index on Page 12
<PAGE>
EXHIBIT 1
Joint Filing Agreement
(Pursuant to Rule 13d-1(f))
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock of
Shoney's, Inc., and further agree that this Joint Filing Agreement be
included as an exhibit to such joint filing. Each party to this Joint
Filing Agreement expressly authorizes Raymond D. Schoenbaum to file on such
party's behalf any and all amendments to such Statement. Each such party
undertakes to notify Raymond D. Schoenbaum of any changes giving rise to an
obligation to file an amendment to Schedule 13D and it is understood that
in connection with this Statement and all amendments thereto each such
party shall be responsible only for information supplied by such party.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 25th day of July, 1997.
/s/ Betty J. Schoenbaum
---------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
---------------------------
Raymond D. Schoenbaum
/s/ Joann Schoenbaum Miller
---------------------------
Joann Schoenbaum Miller
Schoenbaum Corporation
By: /s/ Betty J. Schoenbaum
-----------------------
Betty J. Schoenbaum,
President
Schoenbaum Ventures L.P.
By: Schoenbaum Corporation,
General Partner
By: /s/ Betty J. Schoenbaum
-----------------------
Betty J. Schoenbaum,
President
Page 13 of 15 Pages
Exhibit Index on Page 12
<PAGE>
EXHIBIT 2
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
SHONEY'S, INC., )
)
Plaintiff and Counterdefendant, )
)
v. )
)
RAYMOND D. SCHOENBAUM and )
BETTY J. SCHOENBAUM, )
) Civil Action No. 3-97-0686
Defendants, Counterplaintiffs and )
Third-Party Plaintiffs, )
)
v. )
)
C. STEPHEN LYNN, DENNIS C. )
BOTTORFF, CAROLE F. HOOVER, )
VICTORIA B. JACKSON and )
H. CAL TURNER, JR. )
)
Third-Party Defendants. )
AGREED ORDER
------------
WHEREAS, Raymond D. Schoenbaum and Betty J. Schoenbaum (collectively,
the "Schoenbaums") have filed a motion for a preliminary injunction seeking to
require Shoney's, Inc. ("Shoney's") to hold a special meeting of shareholders on
August 19, 1997; and
WHEREAS, in response to demands by more than 10% of the outstanding
shares of Shoney's common stock delivered to Shoney's on July 16, 1997, on
July 22, 1997, the Special Committee of the Board of Directors set the date of
the special meeting of Shoney's shareholders as September 25, 1997 and set the
close of business on August 11, 1997 as the record date for said special
meeting; and
Page 14 of 15 Pages
Exhibit Index on Page 12
<PAGE>
WHEREAS, the Schoenbaums have requested that the aforesaid dates not be
changed without order of the Court; and
WHEREAS, Shoney's is agreeable to such request; and
WHEREAS, the Schoenbaums have requested the production of certain
corporate records by Shoney's; and
WHEREAS, (i) Shoney's has agreed to produce the corporate records
specified in the letter of its counsel dated July 21, 1997, (ii) Shoney's has
agreed to promptly furnish to the Schoenbaum's all modifications, additions,
deletions or amendments to such corporate records to the extent such documents
are obtained by Shoney's, its agents or representatives, through the date of the
special meeting of shareholders; and (iii) Shoney's has agreed to furnish the
Daily Transfer List and the Cede List (as such terms are used in the July 21,
1997 letter of Shoney's counsel) on a weekly basis through the date of the
special meeting of shareholders to the extent such documents are obtained by
Shoney's, its agents or representatives; and
WHEREAS, Shoney's has agreed to provide a copy of the list of Shoney's
shareholders of record as of the August 11, 1997 record date as requested by
Mr. Schoenbaum in his July 16, 1997 letter to Shoney's; and
WHEREAS, Shoney's will appoint one or more individuals not employed by
or affiliated with Shoney's or the Schoenbaums to serve as independent
inspectors of the election at the special meeting of shareholders; and
WHEREAS, Shoney's has agreed that it will not file a Form 12b-25 with
respect to its Form 10-Q for the quarter ended August 3, 1997 and that such Form
10-Q will be filed with the Securities and Exchange Commission in a timely
manner on or before the filing deadline (which the parties acknowledge is
September 17, 1997); and
WHEREAS, the parties desire to resolve their dispute about the date of
the special meeting and production of corporate records to the Schoenbaums in
order to avoid the time, expense and uncertainty of litigation, but without
prejudice to their respective positions in the litigation;
WHEREAS, the parties have agreed to dismiss their respective pleadings
herein, without prejudice, and without concession as to the merits of their
respective claims and will do so upon the entry of this Order; and
WHEREAS, it appears to the Court that the parties have consented to the
entry of this Order;
Upon consideration of the foregoing agreements,
IT IS SO ORDERED and the Court retains jurisdiction over this matter for
purposes of enforcing the terms of the agreement recited above and adjudicating
any disputes under this Order and none of the dates specified herein shall be
changed except upon further order of this Court.
ENTER: /s/ John Nixon
----------------------------
United States District Judge
Page 15 of 15 Pages
Exhibit Index on Page 12
