<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. 4)*
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
JUNE 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 48,551,609 SHARES OUTSTANDING ON MARCH 28, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 12 Pages
Exhibit Index on Page 9
<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 48,551,609 SHARES OUTSTANDING ON MARCH 28, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 12 Pages
Exhibit Index on Page 9
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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 48,551,609 SHARES OUTSTANDING ON MARCH 28, 1997)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 12 Pages
Exhibit Index on Page 9
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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 48,551,609 SHARES OUTSTANDING ON MARCH 28, 1997)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 12 Pages
Exhibit Index on Page 9
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ITEM 4. PURPOSE OF TRANSACTION.
As indicated in a Schedule 13D filed by Betty J. Schoenbaum, Raymond D.
Schoenbaum, Schoenbaum Corporation and Schoenbaum Ventures L.P. (the "Reporting
Persons") on April 25, 1997 and as amended on June 2, 1997, June 16, 1997 and
June 23, 1997, the Reporting Persons have been disappointed with the performance
of Shoney's, Inc. (the "Issuer") and the Issuer's stock price in recent years.
Because of the Issuer's continued poor performance and the refusal by the Board
of Directors of the Issuer (the "Board") to meet with Raymond D. Schoenbaum at
their two-day retreat in mid-June to discuss solutions to Shoney's problems, the
Reporting Persons believe that they were left with no alternative but to present
their case directly to the shareholders and owners of the Issuer.
As a result, Raymond D. Schoenbaum and Betty J. Schoenbaum (the "Shoney's
Shareholders' Committee") determined to seek agent designations to call a
special meeting of the shareholders of the Issuer to act on proposals that would
result in the removal of all of the members of the current Board and replace
them with nominees of the Shoney's Shareholders' Committee. On June 16, 1997,
the Shoney's Shareholders' Committee filed preliminary solicitation materials
(the "Agent Designation Materials") with the Securities and Exchange Commission
(the "Commission") pursuant to Section 14(a) of the Securities Exchange Act of
1934 (the "Act") relating to a proposed solicitation of agent designations to
authorize the designated agents to (i) call a special meeting, (ii) set the
place, date and time of the special meeting and (iii) exercise all rights of the
shareholders giving their authorization to the designated agents incidental to
calling and convening the special meeting and causing the purposes of the
authority expressly granted pursuant to the agent designation to be carried into
effect. The Shoney's Shareholders' Committee intends to proceed with the
solicitation of agent designations as soon as is practicable after the
Commission completes its review of the preliminary solicitation materials
pursuant to Regulation 14A promulgated under the Act. The Shoney's
Shareholders' Committee also filed on June 16, 1997 preliminary proxy
solicitation materials (the "Proxy Materials") with the Commission pursuant to
Section 14(a) of the Act in connection with their proposals to be considered at
the special meeting. In addition, on June 23, 1997, the Shoney's Shareholders'
Committee amended the Agent Designation Materials and the Proxy Materials to
announce the nominees of the Shoney's Shareholders' Committee to replace the
current Board.
On June 23, 1997, the Issuer filed a Form 8-K with the Commission
indicating that the Board amended the bylaws the Issuer ("Bylaws"). The Bylaw
amendments, which were adopted after the Shoney's Shareholders' Committee
initiated its efforts to call a special meeting, purport to eliminate the right
of the Issuer's shareholders to set the date, time and place of a special
meeting. In addition, the amendments purport to establish lengthy time frames
relating to the call of a special meeting and the giving of notice of a special
meeting, which would ostensibly permit the Board to substantially delay the date
of a special meeting. The amendments also seek to permit the current officers
and employees of the Issuer to serve as inspectors of election at the special
meeting.
On June 25, 1997, Raymond D. Schoenbaum, on behalf of the Shoney's
Shareholders' Committee, delivered a letter to the Board in response to the
Board's adoption of the Bylaw amendments. In his letter, Raymond D. Schoenbaum
indicated that the Shoney's Shareholders' Committee is disappointed with the
Board's apparent attempt to manipulate the corporate governance process through
these Bylaw amendments and that the Shoney's Shareholders' Committee is prepared
to go to court to enforce their legitimate rights. Raymond D. Schoenbaum
requested in the letter that the Board rescind these amendments and agree to his
previously announced August 19 special meeting date. He further stated in the
letter, "Setting the date at this time will provide absolute clarity as the
process moves forward and the two-month time period between now and August 19
will provide more than enough time for our shareholders to consider the relative
merits of [the Shoney's Shareholders' Committee's proposal to remove and replace
the Issuer's current Board]."
Page 6 of 12 Pages
Exhibit Index on Page 9
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In addition, Raymond D. Schoenbaum, on behalf of the Shoney's
Shareholders' Committee, sent a separate letter to the Issuer on June 25, 1997
to serve as written notice of the request of Raymond D. Schoenbaum that the
Board fix a record date to determine the shareholders entitled to call a special
meeting. The notice was sent pursuant to Article II, Section 2 of the Restated
Bylaws of the Issuer filed with the Commission on June 23, 1997 (the "Restated
Bylaws") in order to comply with such Section if such Section is determined to
be valid and to be retroactively effective with respect to setting a record date
for the shareholders entitled to execute the agent designations sought by the
Shoney's Shareholders' Committee.
Raymond D. Schoenbaum noted in the letter that he is giving this notice
and making this request as a precautionary matter, in spite of his belief that
such notice is not required. The Shoney's Shareholders' Committee does not read
the amendment to Article II, Section 2 of the Bylaws as purporting to affect the
record date which was validly set prior to the amendment. Moreover, even if it
did purport to do so, the Shoney's Shareholders' Committee does not believe that
it would be valid since it would have the effect of retroactively invalidating a
record date which already has been set. Raymond D. Schoenbaum reserves his
rights to challenge the validity of the amendments to the Bylaws of the Issuer
set forth in the Restated Bylaws, including the amendments to Article II,
Section 2 to the extent that they purport to require that this notice be given.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Letter to the Board of Directors of the Issuer from Raymond D. Schoenbaum
dated June 25, 1997
Page 7 of 12 Pages
Exhibit Index on Page 9
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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: June 25, 1997
*
--------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
--------------------------
Raymond D. Schoenbaum
Schoenbaum Corporation
By: *
--------------------------
Betty J.Schoenbaum,
President
Schoenbaum Ventures L.P.
By: Schoenbaum Corporation,
General Partner
By: *
--------------------------
Betty J. Schoenbaum,
President
* By:/s/Raymond D. Schoenbaum
-----------------------------------
Raymond D. Schoenbaum, pursuant to
the Joint Filing Agreement dated
April 25, 1997
Page 8 of 12 Pages
Exhibit Index on Page 9
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EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Letter to the Board of Directors of Shoney's, Inc. from
Raymond D. Schoenbaum dated June 25, 1997
Page 9 of 12 Pages
Exhibit Index on Page 9
<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 April, 1997.
/s/ Betty J. Schoenbaum
-----------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
-------------------------------
Raymond D. Schoenbaum
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 10 of 12 Pages
Exhibit Index on Page 9
<PAGE>
EXHIBIT 2
1640 POWERS FERRY ROAD
BUILDING TWO, SUITE 100
MARIETTA, GEORGIA 30067-6050
June 25, 1997
Board of Directors of Shoney's, Inc.
1727 Elm Hill Pike
Nashville, Tennessee 37210
Re: Amendments to Shoney's Bylaws
-----------------------------
Ladies and Gentlemen:
We are disappointed to see that you have attempted to make
changes to Shoney's Bylaws which purport to affect the rights of the
shareholders of Shoney's to call a special meeting. We can only assume
that these changes are designed to delay the special meeting and to
entrench the current Board and management. This attempt to manipulate the
corporate governance process for the benefit of the current Board and
management is yet another indication that Shoney's needs new leadership.
Shoney's is at a critical juncture, and the long-term viability of the
Company is in danger. Rather than engage in the manipulation of the rules
reflected in your decision to amend the Bylaws, we believe (and are
surprised that you do not believe) that the appropriate course of action is
to let the real owners of Shoney's decide as soon as possible the future
direction of our Company. To the extent you delay this process, we will
hold you fully accountable to the shareholders for any damages to our
Company caused by this delay, including any continued deterioration in the
business of Shoney's under current management.
Our position is that these amendments do not have any effect on
the action that we took one week earlier in reliance upon the then-existing
Bylaws of the Company. For example, your revised Bylaws contain a
provision purporting to require a shareholder seeking to call a special
meeting to request that the Board fix a record date for purposes of
determining the shareholders entitled to call the meeting. Under Section
48-17-102(b) of the Tennessee Business Corporation Act, a record date for
the purpose of determining the shareholders entitled to call the meeting
was set on June 16, 1997, the date on which I signed and delivered a call
for a special meeting to the Company. We do not read your subsequent
amendment to the Bylaws as seeking to affect this record date which was
validly set prior to the amendment. Moreover, even if the amendment did
purport to do so, it would not be valid since it would have the effect of
retroactively invalidating a record date which already has been validly
set.
We also were surprised by your attempt to seize from the
shareholders of the Company their right under Shoney's Bylaws to set the
date, time and place of the special meeting, especially since we had acted
already in reliance upon the then-existing Bylaws. We believe the only
possible purpose for such an action would be to entrench the current Board
and management. Moreover, the lengthy time frames which you purport to
establish in the Bylaws relating to special meetings, including the time
frames for purposes of determining the record date for the call of a
special meeting and giving notice of the special meeting, appear designed
only to frustrate the ability of the shareholders to determine for
themselves in
Page 11 of 12 Pages
Exhibit Index on Page 9
<PAGE>
a timely manner whether the current Board and management should be
replaced. Finally, your amendment which seeks to permit the current
officers and employees of the Company to serve as inspectors of election at
the special meeting seems to us to be blatantly inappropriate in a
contested situation.
We will not allow the Board and the management of the Company to
apply these amendments to the actions taken by us over the last week in
connection with this matter, and if necessary, we are prepared to go to
court to enforce our legitimate rights. Your stated purposes in adopting
the Bylaw amendments were to clarify the special meeting process and to
provide the Company's shareholders with the opportunity to fully consider
the issues. If you are sincere in this regard, we request that you rescind
these amendments and agree today to an August 19 special meeting date.
Setting the date at this time will provide absolute clarity as the process
moves forward and the two-month time period between now and August 19 will
provide more than enough time for our shareholders to consider the relative
merits of what is being proposed.
To require us to engage in a court battle with the current Board
and management to enforce our legitimate rights would not be in anyone's
interest. Shoney's shareholders do not have the time or the patience for
the type of manipulation reflected in your adoption of the Bylaw
amendments. Shoney's is running out of time, and the shareholders must be
permitted to take decisive action as soon as possible to ensure the long
term survival of the Company for the benefit of all its constituencies.
Please confirm to me that you are willing to hold a special meeting on
August 19, 1997.
In order for us to act promptly in protecting our legitimate
rights and the rights of all of Shoney's shareholders, we ask that you
respond to this letter by the close of business on Thursday, June 26, 1997.
Sincerely,
/s/ Raymond D. Schoenbaum
Raymond D. Schoenbaum
Page 12 of 12 Pages
Exhibit Index on Page 9
