<PAGE>
SOLICITING MATERIAL
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 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 [X]
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.
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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
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1) Amount previously paid: ____________________________________________
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CONTACT:
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FOR INVESTORS: FOR MEDIA:
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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THE SHONEY'S SHAREHOLDERS' COMMITTEE FILES LAWSUIT
AGAINST SHONEY'S, INC.
ATLANTA, GEORGIA (June 30, 1997) -- The Shoney's Shareholders' Committee
announced today that it has filed litigation papers this morning in the United
States District Court for the Middle District of Tennessee responding to the
lawsuit brought by Shoney's, Inc. [NYSE:SHN] last Thursday. The Shoney's
Shareholders' Committee is seeking, among other things, a preliminary
injunction enjoining the Company and Shoney's current Board of Directors from
implementing certain Bylaw amendments approved by Shoney's Board on June 22
after the Committee, on June 16, commenced a call for a special meeting of
Shoney's shareholders to remove and replace the current Shoney's Board. The
Bylaw amendments purport to eliminate the right of Shoney'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 the special meeting.
In the litigation papers filed by the Committee today, The Shoney's
Shareholders' Committee seeks to remove the lawsuit to the U.S. District Court
for the Middle District of Tennessee and requests the Court, among other things,
to promptly:
* Declare invalid the Bylaw amendments which were designed to frustrate the
Committee's setting of June 16, 1997 as the record date for shareholders
entitled to call and demand a special shareholders' meeting,
* Declare invalid the Bylaw amendments which were designed to frustrate the
Committee's efforts to call a special shareholders' meeting for August 19,
1997, and
* Require Shoney's to make available to the Committee certain documents and
records relating, among other things, to the identity of the beneficial
owners of Shoney's stock which Shoney's has refused to provide.
Raymond D. Schoenbaum, on behalf of The Shoney's Shareholders' Committee,
commented:
"It is unfortunate that Shoney's current Board and management have required us
to take these actions as they are in no one's interests. However, we believe
that we are left with no alternative but to enforce our legitimate rights as
shareholders of Shoney's. All we want is a full and fair opportunity to present
our case directly to Shoney's shareholders in a timely fashion so that they can
decide for themselves whether they want to change the direction of the Company
in a positive manner.
"Rather than discussing these issues on their merits, Chairman Lynn and the
Shoney's Board seem determined to continue to set up roadblocks designed to
prevent the true owners of the Company -- the shareholders -- from exercising
their right to determine the future of Shoney's. In light of Shoney's
performance under Lynn's stewardship, we suspect that the reason for this
approach is that Shoney's Board would rather confuse and delay the inevitable
than discuss its track record and its demonstrated inability to develop a
workable plan for addressing Shoney's problems.
"If Lynn and his Board are sincerely interested in the welfare of Shoney's
shareholders, we challenge them to stop this wasteful litigation now and agree
to our August 19 special meeting date. An August 19 date provides more than
sufficient time for the shareholders to evaluate the merits of our proposals to
remove and replace the current Board and change the direction of Shoney's in a
positive manner. Shoney's shareholders do not have the time or the patience for
their manipulation of the corporate governance process which is designed for the
purpose of entrenching themselves in office. It is critical that Shoney's
problems be addressed now before it is too late."
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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.
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# # #
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 May 11, 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 May 11, 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 May 11, 1997).
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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