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SOLICITING MATERIAL
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO...................]
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SHONEY'S, INC.
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(Name of Registrant as Specified in Its Charter)
RAYMOND D. SCHOENBAUM and BETTY J. SCHOENBAUM
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid: ____________________________________________
2) Form, Schedule or Registration Statement no.:_______________________
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4) Date Filed: ________________________________________________________
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CONTACT:
- -------
Stanley J. Kay, Jr. Joele Frank/Matthew Sherman
MacKenzie Partners, Inc. Abernathy MacGregor Group
(212) 929-5940 (212) 371-5999
FOR IMMEDIATE RELEASE:
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SHONEY'S SHAREHOLDERS' COMMITTEE RESPONDS TO
AMENDED BYLAWS OF SHONEY'S, INC.
ATLANTA, GEORGIA (June 23, 1997)--Raymond D. Schoenbaum, on behalf of The
Shoney's Shareholders' Committee, in response to Shoney's Inc. [NYSE: SHN]
by-law amendments, today made the following statement:
"We are disappointed that Shoney's board and management would approve
tactics which appear designed only to delay a Special Meeting of Shoney's
shareholders and to entrench the current board and management. The Company
is running out of time and its long-term viability is in danger. This
purported manipulation of the corporate governance process for the benefit
of the current board and management is yet another indication that Shoney's
needs new leadership. It is imperative that action be taken now to refocus
Shoney's on its customers and ensure the long-term survival of Shoney's for
the benefit of all its constituencies.
"It is outrageous for the current board and management to purport to deny
Shoney's shareholders the right to express their views at a Special Meeting
as soon as possible. Notwithstanding these actions, the current board and
management will have to face Shoney's shareholders, and we look forward to
taking our case directly to shareholders to let the real owners of the
Company decide for themselves."
The Shoney's Shareholders' Committee is also filing today an amendment to
its 13D on the EDGAR System, which includes the Committee's slate of directors.
The Committee expects to mail its BLUE Agent Designation cards and related
solicitation statements to all Shoney's shareholders in early July 1997.
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Shoney's Shareholders' Committee
June 23,1997
Page 2
The Committee's members, Raymond D. Schoenbaum and Betty J. Schoenbaum, are
respectively the son and wife of Alex Schoenbaum, who founded Shoney's in 1947
and served as its first Chairman. Raymond D. Schoenbaum has been actively
involved in the restaurant industry since 1974, and he has extensive experience
in the business, including substantial experience in the full service dining
industry and in the quality fast food market. From 1974 to 1985, Raymond D.
Schoenbaum successfully grew a Wendy's franchisee (Restaurants Systems, Inc.) to
in excess of 30 stores which he sold to Wendy's in 1985 for approximately $40
million. Between 1985 and 1995 he developed and operated Ray's on the River and
Rio Bravo, a successful chain of casual restaurants. In 1995, Raymond D.
Schoenbaum sold Ray's on the River and Rio Bravo to Applebee's International
Inc. for approximately $70 million, and became a director of Applebee's
following the sale. In addition, Raymond D. Schoenbaum has been involved with
the turnaround of companies in the restaurant and restaurant services
industries, including Squirrel Companies, Inc., a manufacturer of restaurant
point-of-source computer equipment, as the former chairman of the board, and Max
& Erma's Restaurants, Inc., as a former member of the board and largest
shareholder.
# # #
INFORMATION REGARDING PARTICIPANTS
AND CERTAIN OTHER PERSONS
Raymond D. Schoenbaum has his principal business address at 1640 Powers Ferry
Road, Building Two, Suite 100, Marietta, Georgia 30067. Betty J. Schoenbaum
has her principal residential address at 5541 Gulf of Mexico Drive, Longboat
Key, Florida 34228. Raymond D. Schoenbaum is a private investor. Betty J.
Schoenbaum is not employed. As of the date hereof, Raymond D. Schoenbaum is
deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) 508,061 shares
of Common Stock of Shoney's, which constitutes approximately 1.0% of the
outstanding shares of Common Stock (based on information provided by Shoney's in
its quarterly report on Form 10-Q for the quarter ended February 16, 1997). As
of the date hereof, Betty J. Schoenbaum is deemed to own beneficially 3,394,480
shares of Common Stock of Shoney's, which constitutes approximately 7.0% of the
outstanding shares of Common Stock (based on information provided by Shoney's in
its quarterly report on Form 10-Q for the quarter ended February 16, 1997). As
of the date hereof, Raymond D. Schoenbaum and Betty J. Schoenbaum are deemed to
own beneficially 3,866,791 shares of Common Stock of Shoney's, which constitutes
approximately 8.0% of the outstanding shares of Common Stock (based on
information provided by Shoney's in its quarterly report on Form 10-Q for the
quarter ended February 16, 1997).
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Shoney's Shareholders' Committee
June 23, 1997
Page 3
In connection with Montgomery Securities' engagement as financial advisor to the
Shoney's Shareholders' Committee, the Committee anticipates that certain
employees of Montgomery Securities may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are shareholders for the purpose of assisting in the solicitation. Montgomery
Securities will not receive any fee for, or in connection with, such
solicitation activities apart from the fees they are otherwise entitled to
receive under their engagement. The principal business address of Montgomery
Securities is 600 Montgomery Street, San Francisco, California 94111. In the
ordinary course of its business, Montgomery Securities maintains customary
arrangements and may effect transactions in the securities of the Company for
the accounts of its customers. As a result of its engagement by the Shoney's
Shareholders' Committee, Montgomery Securities restricted its proprietary
trading in the securities of Shoney's as of June 16, 1997 (although it may still
execute trades for customers on an unsolicited agency basis). As of June 12,
1997, Montgomery Securities did not beneficially own any Common Stock of
Shoney's, and held of record 10,312 shares of Common Stock for customer
accounts.
In addition, Howard E. Sachs, John S. Ellis and W. Douglas Benn, advisors to
Raymond D. Schoenbaum, may assist in soliciting Agent Designations, although
none of them nor the Shoney's Shareholders' Committee admits that any of them is
a "participant", as defined in Schedule 14A promulgated by the Securities and
Exchange Commission under the Exchange Act. Mr. Sachs has his principal
business address at 1901 Powers Ferry Road, Suite 260, Atlanta, Georgia 30339.
As of the date hereof, Mr. Sachs was the beneficial owner of 5,250 shares of
Common Stock of Shoney's. Mr. Ellis has his principal business address at 1640
Powers Ferry Road, Building Two, Suite 100, Marietta, Georgia 30067. As of the
date hereof, Mr. Ellis did not own beneficially or of record any shares of
Common Stock. Mr. Benn has his principal business address at 1640 Powers Ferry
Road, Building Two, Suite 100, Marietta, Georgia 30067. As of the date hereof,
Mr. Benn did not own beneficially or of record any shares of Common Stock.
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