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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
SHONEY'S, INC.
--------------
(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of class of securities)
825039100
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(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.
MR. C. WILLIAM BAXLEY
KING & SPALDING
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1763
NOVEMBER 11, 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)
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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
Exhibit Index on Page 10
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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
Exhibit Index on Page 10
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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
Exhibit Index on Page 10
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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 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5
Exhibit Index on Page 10
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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 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6
Exhibit Index on Page 10
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ITEM 4. PURPOSE OF TRANSACTION. This Item 4 is amended by adding the
following:
As of November 11, 1997, Shoney's, Inc., a Tennessee corporation (the
"Issuer"), Raymond D. Schoenbaum and Betty J. Schoenbaum entered into an
Amendment (the "Amendment") to the Settlement Agreement which the parties signed
on August 10, 1997 (the "Settlement Agreement"). The Amendment is included as
an Exhibit to this Schedule 13D and is incorporated by reference herein. The
principal changes effected by the Amendment are as follows:
1. The name of the Operations Committee of the Board of Directors of
the Issuer has been changed to the "Strategic Planning Committee" and Raymond D.
Schoenbaum has been elected as Chairman of the Strategic Planning Committee. The
Strategic Planning Committee now consists of three directors, Raymond D.
Schoenbaum, J. Michael Bodnar and John Farquharson.
2. The size of the Executive Committee of the Board of Directors of the
Issuer has been reduced to four, and the members of the Executive Committee are
Raymond D. Schoenbaum, B. Franklin Skinner, J. Michael Bodnar and Carole F.
Hoover.
3. The Settlement Agreement has been amended to provide that if the
current Chairman of the Nominating Committee is for any reason no longer the
Chairman of such committee, then Raymond D. Schoenbaum shall become the Chairman
of the Nominating Committee.
4. The Issuer represents and warrants in the Amendment that the Bylaws of
the Issuer have been amended to provide that the Chairman of the Board under the
Bylaws shall perform such duties as shall be prescribed by the Executive
Committee of the Board, and to provide that special meetings of shareholders may
be called by the Board of Directors and special meetings of directors may be
called by the President, the Chairman of the Executive Committee, a majority of
the Executive Committee or a majority of the directors.
Page 7
Exhibit Index on Page 10
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Reference is made to Item 4 for a description of the Amendment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Amendment dated as of November 11, 1997, by and among the Issuer, and
Raymond D. Schoenbaum and Betty J. Schoenbaum
Page 8
Exhibit Index on Page 10
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SIGNATURE
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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: November 13, 1997
*
--------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
--------------------------
Raymond D. Schoenbaum
*
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Joann Schoenbaum Miller
Schoenbaum Corporation
By: *
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Betty J.Schoenbaum,
President
Schoenbaum Ventures L.P.
By: Schoenbaum Corporation,
General Partner
By: *
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Betty J. Schoenbaum,
President
*By: /s/ Raymond D. Schoenbaum
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Raymond D. Schoenbaum, pursuant to
the Joing Filing Agreement dated
July 25, 1997
Page 9
Exhibit Index on Page 10
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EXHIBIT INDEX
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Exhibit Description
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1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Amendment dated as of November 11, 1997, by and
among Shoney's, Inc., and Raymond D. Schoenbaum
and Betty J. Schoenbaum
Page 10
Exhibit Index on Page 10
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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
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Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
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Raymond D. Schoenbaum
/s/ Joann Schoenbaum Miller
---------------------------
Joann Schoenbaum Miller
Schoenbaum Corporation
By: /s/ Betty J. Schoenbaum
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Betty J. Schoenbaum,
President
Schoenbaum Ventures L.P.
By: Schoenbaum Corporation,
General Partner
By: /s/ Betty J. Schoenbaum
-----------------------
Betty J. Schoenbaum,
President
Page 11
Exhibit Index on Page 10
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EXHIBIT 2
AMENDMENT TO AGREEMENT
THIS AMENDMENT dated as of November 11, 1997 (this "Amendment"), amends the
Agreement dated as of August 10, 1997 by and among Shoney's, Inc., a Tennessee
corporation (the "Company"), and Raymond D. Schoenbaum, an individual resident
of the State of Georgia, and Betty J. Schoenbaum, an individual resident of the
State of Florida, as amended (the "Agreement").
IN CONSIDERATION of the mutual agreements contained herein, the parties
hereby amend the Agreement as follows:
A. Section 1(g) is amended so as to reflect the adoption by the Board of
Directors at its meeting on November 11, 1997, of a resolution reconsitituting
the Executive Committee so that its members are Raymond D. Schoenbaum, B.
Franklin Skinner (who shall continue to be Chairman of the Executive Committee),
J. Michael Bodnar and Carole F. Hoover. Section 1(g) is further amended to
reflect that each of the parties agrees that the Executive Committee shall
consist of four directors, and the Company represents and warrants that on the
date hereof the Board has amended the Bylaws of the Company to provide that the
Executive Committee shall consist of four directors.
B. Section 1(h) is amended to provide that effective November 11, 1997,
the name of the Operations Committee shall be changed to the Strategic Planning
Committee and the Chairman of the Strategic Planning Committee shall be Raymond
D. Schoenbaum, who shall replace John Farquharson. Section 1(h) is further
amended to reflect that each of the parties agrees that the Strategic Planning
Committee shall consist of three directors (Raymond D. Schoenbaum, J. Michael
Bodnar and John Farquharson), and the Company represents and warrants that on
the date hereof the Board has amended the Bylaws of the Company to change the
name of the Operations Committee to the Strategic Planning Committee and to
provide that the Strategic Planning Committee shall consist of three directors.
The Agreement is further amended to provide that the phrase "Operations
Committee" in each place in the Agreement where such phrase appears shall be
replaced with the phrase "Strategic Planning Committee," and the Company
represents and warrants that on the date hereof the Bylaws have been similarly
amended.
C. Section 1(j) is amended to insert a period after the word "two" in the
penultimate sentence of Section 1(j) and delete the remaining words in such
sentence, and the Company represents and warrants that on the date hereof the
Bylaws have been similarly amended.
D. Section 1(l) is amended by deleting the first sentence thereof and
replacing it with the following: "If the Chairman or the Chief Executive
Officer resigns or is removed or otherwise is unable to serve, the Board agrees
that Raymond D. Schoenbaum shall be given equal consideration for the Chairman
or the Chief Executive Officer positions."
E. Section 1(m) is amended by adding the following sentence: "If the
current Chairman of the Nominating Committee is for any reason no longer the
Chairman of such
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committee, then Raymond D. Schoenbaum shall become the Chairman of the
Nominating Committee."
F. The Company represents and warrants that the Bylaws have been amended
on the date hereof to provide that the Chairman of the Board under the Bylaws
shall perform such duties as shall be prescribed by the Executive Committee of
the Board, and to provide that special meetings of shareholders may be called by
the Board of Directors and special meetings of directors may be called by the
President, the Chairman of the Executive Committee, a majority of the Executive
Committee or a majority of the directors.
G. The Company agrees to confer with the members of the Shareholders'
Committee regarding any press releases or other public announcements to be
issued or made in connection with, or relating to, the subject matter of this
Amendment prior to the issuance of any such press release or the making of any
such public announcement.
H. Except as provided in this Amendment, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the
undersigned parties has executed or caused this Amendment as of the date first
above written.
SHONEY'S, INC.
By: /s/ J. Michael Bodnar
------------------------------
Name: J. Michael Bodnar
Title: President
/s/ Raymond D. Schoenbaum
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Raymond D. Schoenbaum
/s/ Betty J. Schoenbaum
----------------------------------
Betty J. Schoenbaum
