<PAGE>
SOLICITING MATERIAL
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1997
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SHONEY'S, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
RAYMOND D. SCHOENBAUM AND BETTY J. SCHOENBAUM
------------------------------------------------------------------------
(Name of Persons filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing 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.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
--------------------------------------
MONTGOMERY SECURITIES
The Power of Growth/SM/
Investment Banking, Brokerage, Asset Management
JUNE 1997
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
EXHIBIT
-------
COMPANY PERFORMANCE AND INDUSTRY TRENDS I
RESULTS UNDER CURRENT BOARD
AND MANAGEMENT OF COMPANY II
ACTION PLAN/PROPOSED SOLUTION III
WHAT THE SHAREHOLDERS SHOULD DO IV
This document contains forward looking statements that may involve risks and
uncertainties as well as statements regarding the business and operations of
Shoney's, Inc. ("Shoney's") based on the belief of the Shoney's Shareholders'
Committee. These statements include the intent, belief or current expectations
of the Shoney's Shareholders' Committee with respect to, among other things:
(i) the financial prospects of Shoney's, (ii) Shoney's operating strategy,
(iii) trends in the restaurant industry, and (iv) the Shoney's Shareholders'
Committee's proposed action plan. Such statements are not guarantees of future
performance, and actual results may differ materially.
<PAGE>
EXHIBIT I
========================================
COMPANY PERFORMANCE AND INDUSTRY TRENDS
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
HISTORICAL VIEW
SHONEY'S HISTORY UNDER PRIOR MANAGEMENT
---------------------------------------
. SHONEY'S HERITAGE AS AN INNOVATOR
- BREAKFAST BAR
- SALAD BAR
- CURB-SIDE SERVICE TO COFFEE SHOP
. HISTORICAL CONSUMER PERCEPTION
- GOOD QUALITY AND VARIETY
- GOOD PRICE/VALUE
- FAST EFFICIENT SERVICE
4
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SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
HISTORICAL VIEW
SHONEY'S HISTORY UNDER PRIOR MANAGEMENT
---------------------------------------
. HISTORY OF STRONG GROWTH CONTINUING
INTO THE LATE 80'S
. GREAT CUSTOMER CULTURE
. LONGEVITY OF MANAGEMENT AT ALL LEVELS
. CONSECUTIVE QUARTERS OF EPS GROWTH
5
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SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
CONSUMER PREFERENCES
CHANGING DEFINITION OF VALUE
[GRAPH WITH "PRICE" AS THE VERTICAL AXIS AND "QUALITY" AS THE HORIZONTAL
AXIS. GRAPH SHOWS "SHONEY'S RESTAURANTS" POINTING TOWARD LOWER PRICE AND
QUALITY AND "CONSUMER PREFERENCES" POINTING TOWARD HIGHER PRICE AND
QUALITY.]
6
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
CONSUMER PREFERENCES
CHANGING DEFINITION OF QUALITY
[ARROW POINTING FROM LEFT TO RIGHT.]
FOOD FOOD FOOD FOOD
SERVICE SERVICE SERVICE
ATMOSPHERE ATMOSPHERE
ENTERTAINMENT
7
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
OUR VIEW OF CURRENT SITUATION
OUR VIEW OF CURRENT SITUATION
-----------------------------
. BECAUSE SHONEY'S HAS NOT EVOLVED TO MEET CHANGING CONSUMER
PREFERENCES THE COMPANY IS NO LONGER AN ALTERNATIVE FOR MANY
CUSTOMERS
. AS A RESULT, SHONEY'S APPEAL IS TO A NARROWER CUSTOMER BASE
8
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
OUR VIEW OF CURRENT SITUATION
OUR VIEW OF CURRENT SITUATION
-----------------------------
. THE COMPANY HAS LOST TOUCH WITH ITS CUSTOMER BASE
- FOOD QUALITY AND SERVICE HAVE BEEN DRAMATICALLY REDUCED
- SHONEY'S CONCEPT IS MISDIRECTED AND OUTDATED
. AS A RESULT, COMPETITORS ARE OUTPERFORMING SHONEY'S
9
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
CRACKER BARREL SERVES THE CUSTOMER BETTER
- --------------------------------------------------------------------------------
CRACKER BARREL SHONEY'S
-------------- --------
1991 1996 (%) 1991 1996 (%)
------ ------ ------- ------ -------- -------
SALES/1/ $300.2 $943.3 214.2% $917.6 $1,099.7 19.8%
AVG VOLUME/2/ $3.095 $3.870 25.0% $1.559 $1.498 (3.9%)
# OF UNITS/3/ 106 257 142.5% 775 844 8.9%
EPS/4/ $0.44 $1.19 170.5% $0.90 $0.65 (27.8%)
- --------------------------------------------------------------------------------
- ---------------------
/1/ Cracker Barrel's sales include restaurant and gift shop sales.
/2/ Average volume for Cracker Barrel includes restaurant and gift shop sales.
Average volume for Shoney's includes only Shoney's concept and company
owned unit.
/3/ Units for Shoney's includes Shoney's concept and company operated and
franchised units combined.
/4/ Excludes extraordinary items and special charges.
10
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SHONEY'S SHAREHOLDERS' COMMITTEE
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COMPETITION OUTPERFORMING SHONEY'S - DECLINE IN OPERATING MARGINS RELATIVE
TO COMPETITION
- --------------------------------------------------------------
OPERATING MARGINS 1990 1996
----- -----
- --------------------------------------------------------
Shoney's, Inc. 12.7% 7.3%
- --------------------------------------------------------
Cracker Barrel Old Country Store, Inc. 10.9% 12.2%
Bob Evans Farms, Inc. 10.9% 8.7%
Applebee's Int'l, Inc. 6.5% 14.2%
Perkins' Family Restaurants 9.3% 7.4%
IHOP 12.1% 22.3%
Denny's (Flagstar) 8.4% 9.7%
- --------------------------------------------------------------
11
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
COMPETITION OUTPERFORMING SHONEY'S - SALES
SALES 1990 1996 % Change
-------- -------- --------
Shoney's, Inc. $ 929.5 $1,099.7 18.3%
Cracker Barrel Old Country Store, Inc. $ 225.5 $ 943.3 318.3%
Bob Evans Farms, Inc. $ 322.3 $ 590.1 83.1%
Applebee's Int'l, Inc. $ 51.2 $ 413.1 706.4%
Perkin's Family Restaurants $ 169.5 $ 252.8 49.1%
IHOP $ 97.3 $ 190.1 95.4%
Denny's (Flagstar) $1,407.0 $1,257.0 (10.7%)
*Sales figure for Cracker Barrel includes restaurant and gift shop sales. Sales
figure for Bob Evans includes restaurant segment only. Shoney's 1990 sales
figures are as originally reported; not restated for the 1995 divestiture of
certain lines of business. Applebee's 1990 sales figures are as originally
reported; not restated for the 1994 Pub Ventures merger, or the 1995 acquisition
of Rio Bravo Cantina.
12
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SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
COMPETITION OUTPERFORMING SHONEY'S - DECLINING COMPARABLE STORE SALES INDEXED(1)
Comparable-Store Sales Indexed 1990 1996
----- -----
Shoney's, Inc. 100.0 96.4
Cracker Barrel Old Country Store, Inc. 100.0 145.5
Bob Evans Farms, Inc. 100.0 116.5
Applebee's Int'l, Inc. 100.0 144.9
Perkin's Family Restaurants 100.0 112.3
IHOP 100.0 124.0
Denny's (Flagstar) 100.0 104.5
(1) Comparable Store Sales for Cracker Barrel includes restaurant and gift
sales, for Shoney's includes only the Shoney's concept and company owned
units, for Bob Evans includes the restaurant segment only, for Applebee's
includes only the Applebee's concept and company operated units, for
Perkin's includes company owned units, for IHOP includes company-operated
and franchised units combined, and for Denny's includes only company-
operated units and the Denny's concept.
(2) Base indexed year for Denny's is 1992.
13
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
COMPETITION OUTPERFORMING SHONEY'S - DECLINING AVERAGE VOLUMES (1)
AVERAGE VOLUME 1990 1996 % Change
------ ------ --------
Shoney's, Inc. $1.538 $1.498 (2.6%)
Cracker Barrel Old Country Store, Inc. $2.801 $3.870 38.2%
Bob Evans Farms, Inc. $1.392 $1.586 13.9%
Applebee's Int'l, Inc. $1.518 $2.099 38.3%
Perkin's Family Restaurants $1.340 $1.576 17.6%
IHOP $0.630 $0.942 49.5%
Denny's (Flagstar) $1.209 $1.313 8.6%
(1) Average volumes for Cracker Barrel includes restaurant and gift sales,
for Shoney's includes only the Shoney's concept and company owned units, for
Bob Evans includes the restaurant segment only, for Applebee's includes only
the Applebee's concept and company operated units, for Perkin's includes
company owned units, for IHOP includes company-operated units only, and for
Denny's includes only company-operated units and the Denny's concept.
14
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
COMPETITION OUTPERFORMING SHONEY'S - DECLINING EPS
E.P.S. 1990 1996 % Change
----- ----- --------
Shoney's, Inc. $0.73 $0.65 (11.0%)
Cracker Barrel Old Country Store, Inc. $0.32 $1.19 271.9%
Bob Evans Farms, Inc. $0.51 $0.76 49.0%
Applebee's Int'l, Inc. $0.13 $1.22 838.5%
Perkin's Family Restaurants $1.31 $1.30 (0.8%)
IHOP $0.53 $1.95 267.9%
Denny's (Flagstar) n/a n/a n/a
*EPS figure for Bob Evans includes the restaurant segment only. Shoney's 1990
EPS figure is as originally reported; not restated for the 1995 divestiture of
certain lines of business. Applebee's 1990 EPS figure is as originally
reported; not restated for the 1994 Pub Ventures merger, or the 1995 acquisition
of Rio Bravo Cantina. Excludes extraordinary items and special charges.
15
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
INDEXED STOCK PRICE COMPARISON: SHONEY'S VS. BOB EVAN'S, APPLEBEE'S,
CRACKER BARREL, PERKIN'S FAMILY RESTAURANT, IHOP - 1994-PRESENT*
[GRAPH WITH "INDEXED PRICE" ON VERTICAL AXIS AND TIME ON THE HORIZONTAL
AXIS. GRAPH SHOWS SHONEY'S INDEXED STOCK PRICE COMPARED TO CRACKER BARREL,
BOB EVANS, APPLEBEE'S, PERKIN'S FAMILY RESTAURANT AND IHOP BETWEEN
DECEMBER 31, 1993 AND MAY 28, 1997. GRAPH SHOWS SHONEY'S STOCK PRICE BELOW
CRACKER BARREL, BOB EVANS, APPLEBEE'S, PERKIN'S FAMILY RESTAURANT AND IHOP
FOR MOST OF THE PERIOD.]
*As of 6/2/97.
Source: FactSet.
16
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
OUR VIEW OF CURRENT SITUATION
. SHONEY'S CURRENTLY FACES LONG TERM OBSTACLES THAT THREATEN THE
ORGANIZATION'S HEALTH AND VIABILITY
. RECENT STRATEGIC AND OPERATIONAL DECISIONS HAVE EXACERBATED THE
SITUATION
. IMMEDIATE ACTION MUST BE TAKEN TO ASSURE A FUTURE FOR THE COMPANY
17
<PAGE>
EXHIBIT II
===================================================
RESULTS UNDER CURRENT BOARD AND MANAGEMENT OF COMPANY
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
CURRENT BOARD AND MANAGEMENT - DECLINING AVERAGE SALES PER STORE
(DOLLARS IN MILLIONS)
[BAR GRAPH SHOWING AVERAGE PER STORE SALES FOR SHONEY'S AND CAPTAIN D'S FOR
1993 THROUGH 1996 COMPARED WITH THE CASUAL DINING SEGMENT. SALES WERE $1.59
AND $0.71 FOR SHONEY'S AND CAPTAIN D'S, RESPECTIVELY, IN 1993; $2.43, $1.54
AND $0.73 FOR THE CASUAL DINING SEGMENT, SHONEY'S AND CAPTAIN D'S,
RESPECTIVELY, IN 1994; $2.27, $1.48 AND $0.74 FOR THE CASUAL DINING
SEGMENT, SHONEY'S AND CAPTAIN D'S, RESPECTIVELY, IN 1995 AND; $2.04, $1.36
AND $0.76 FOR THE CASUAL DINING SEGMENT, SHONEY'S AND CAPTAIN D'S,
RESPECTIVELY, IN 1996.]
Figures in millions.
Source: J.C. Bradford Research Reports
*1996 figure includes the 166 Shoney's units and 67 Captain D's units acquired
from TPI Enterprises on 9/9/96 and prorated accordingly.
**Casual Dining Segment includes Pargo's, Fifth Quarter and Barbwire's. Detailed
information not available for 1993.
19
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
CURRENT BOARD AND MANAGEMENT - DECREASING OPERATING MARGINS AT SHONEY'S
DIVISION
[BAR GRAPH SHOWING OPERATING MARGINS FOR SHONEY'S BETWEEN 1993 AND 1996.
OPERATING MARGINS WERE 11.8% IN 1993, 11.6% IN 1994, 6.3% IN 1995 AND 4.6%
IN 1996.]
Source: J.C. Bradford Research Reports
20
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
CURRENT BOARD AND MANAGEMENT - DECREASING EARNINGS PER SHARE
[BAR GRAPH SHOWING EARNINGS PER SHARE FOR SHONEY'S BETWEEN 1993 AND 1996.
EARNINGS PER SHARE WAS $1.35 IN 1993, $1.43 IN 1994, $0.47 IN 1995 AND
$0.65 IN 1996.]
*Excludes extraordinary items and special charges.
21
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
OUR VIEW OF CURRENT BOARD AND MANAGEMENT FAILURES
. IMMEDIATE ACTION MUST BE TAKEN
TO ASSURE A FUTURE FOR OUR INVESTMENT
. TIME IS RUNNING OUT
22
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
OUR VIEW OF CURRENT BOARD AND MANAGEMENT OF THE COMPANY - STRATEGIC FAILURES
[CHART INDICATING THAT "MANAGEMENT FAILURES IMPACT SHONEY'S PERFORMANCE."
EACH OF THE FOLLOWING ITEMS HAVE AN ARROW POINTING TO THE CENTER BUBBLE
WHICH READS "MANAGEMENT FAILURES IMPACT SHONEY'S PERFORMANCE": "FOCUS ON
COST-CUTTING AS OPPOSED TO INCREASING STORE SALES"; "USE OF POOR QUALITY
RAW MATERIALS IN FOOD PRODUCTS"; "TPI AND OTHER FRANCHISE RESTAURANTS
PURCHASED"; "REMODEL PLAN IS PROVING TO BE TOTALLY INEFFECTIVE AND A DRAIN
ON FINANCIAL RESOURCES"; "INCREASED MENU ITEMS HAS RESULTED IN OPERATIONAL
COMPLEXITY AND POOR EXECUTION"; "SUPERVISORY PLAN HAS NOT PROVEN TO BE
EFFECTIVE" AND; "COMPENSATION PLAN FOR OPERATIONAL MANAGEMENT HAS RESULTED
IN CONFUSION AND TURNOVER."]
23
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
OUR VIEW OF BOARD AND MANAGEMENT'S LACK OF LEADERSHIP
OPERATIONS FAILURES
. FOOD QUALITY HAS DECLINED
DRAMATICALLY
. MISGUIDED FOCUS ON COST
CUTTING
. REMODELING W/O UPGRADING
QUALITY
. TOO MANY MENU ITEMS
24
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
OUR VIEW OF BOARD AND MANAGEMENT'S LACK OF LEADERSHIP
FINANCIAL FAILURES
. POOR DISPOSAL OF MANY
STORES
. ALIENATION OF FRANCHISEES
AND LARGE SHAREHOLDERS
. TPI AND OTHER FRANCHISEE
ACQUISITIONS
25
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- -------------------------------------------------------------------------------
OUR VIEW OF BOARD AND MANAGEMENT'S LACK OF LEADERSHIP
MARKETING FAILURES
. NO APPARENT STRATEGIC
PLAN
. LACK OF CONSISTENT CONCEPT THEME
. LACK OF QUALITY IMAGE WITH CUSTOMER
. EYE OFF CUSTOMER FOR LAST
5-6 YEARS
. POOR ADVERTISING
CAMPAIGN
26
<PAGE>
EXHIBIT III
===========================================
ACTION PLAN/PROPOSED SOLUTION
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
RAY SCHOENBAUM BACKGROUND
. STARTED IN THE RESTAURANT BUSINESS WITH SHONEY'S
. SUCCESSFUL HISTORY AS WENDY'S FRANCHISEE
. FOUNDER AND ORIGINATOR OF RIO BRAVO CONCEPT
. INVOLVEMENT IN TURNAROUND OF MAX & ERMA'S AS LARGEST SHAREHOLDER AND
BOARD MEMBER
. MEMBER OF THE APPLEBEE'S BOARD OF DIRECTORS
. FOUNDER OF RAY'S ON THE RIVER RESTAURANT
. ACQUISITION AND TURNAROUND OF SQUIRREL COMPUTER COMPANY
. MEMBER OF SHONEY'S FOUNDING FAMILY WITH SIGNIFICANT OWNERSHIP
28
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
RAY SCHOENBAUM BACKGROUND
SUCCESSFUL WENDY'S FRANCHISEE
-----------------------------
. GREW WENDY'S FRANCHISEE TO IN EXCESS OF 30 UNITS
(RESTAURANTS SYSTEMS, INC.)
. SOLD RSI RESTAURANTS TO WENDY'S IN 1985 FOR
APPROXIMATELY $40 MILLION
29
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
RAY SCHOENBAUM BACKGROUND
SUCCESSFUL RIO BRAVO CONCEPT
----------------------------
. CONCEIVED AND GREW RIO BRAVO TO 16 RESTAURANTS
. AVG. SALES VOLUME IN EXCESS OF $3.5 MILLION
. AVG. ANNUAL SAME STORE SALES GROWTH OF 4.8%*
. SOLD RIO BRAVO TO APPLEBEE'S IN 1995 FOR $70 MILLION
*DURING PERIOD 1990-1995
30
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
ACTION PLAN / PROPOSED SOLUTION
[CHART WITH ARROWS FROM "SCHOENBAUM ACTION PLAN" POINTING TO "OPERATING
SOLUTIONS," "MARKETING SOLUTIONS" AND "FINANCIAL SOLUTIONS."]
31
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
ACTION PLAN/PROPOSED SOLUTION
OPERATIONS
. FOCUS CORPORATE CULTURE BACK ON THE CUSTOMER
. REDUCE MANAGER TURNOVER
. ENHANCE FOOD QUALITY AND REDUCE MENU ITEMS
. REPOSITION CONCEPT SO IT IS MORE CONTEMPORARY
. ENHANCE INFORMATION TECHNOLOGY SYSTEMS
. RATIONALIZE USE AND ECONOMICS OF FOOD BAR
32
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
ACTION PLAN/PROPOSED SOLUTION
CONCEPT POSITIONING / MARKETING
. FUTURE CHANGES BASED ON THOROUGH UNDERSTANDING OF CUSTOMER
PREFERENCES
. USE OF QUALITY BRAND NAMES TO ENHANCE IMAGE AND
EXPAND CUSTOMER BASE
. MAKE ALL ASPECTS OF THE CONCEPT INTERNALLY CONSISTENT WITH ENHANCED
POSITIONING
. MAKE FRANCHISEES PARTNERS IN THE MARKETING EFFORT
33
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
ACTION PLAN / PROPOSED SOLUTION
FINANCIAL
. RENEWED FOCUS ON IMPROVING SAME STORE SALES VOLUMES
. IMPROVE OPERATING MARGINS
. ADDRESS CURRENT DEBT STRUCTURE
. STRENGTHEN FINANCIAL CONTROLS
. USE RE-FRANCHISING STRATEGY TO STRENGTHEN ENTIRE SYSTEM
34
<PAGE>
EXHIBIT IV
==================================================
WHAT THE SHAREHOLDERS SHOULD DO
<PAGE>
SHONEY'S SHAREHOLDERS' COMMITTEE
- --------------------------------------------------------------------------------
WHAT THE SHAREHOLDERS SHOULD DO - TAKE ACTION IN FAVOR OF SCHOENBAUM PLAN
ADOPT SCHOENBAUM ACTION PLAN
---------------------------------------
STEP 1. CALL A SPECIAL MEETING TO
REPLACE CURRENT BOARD
---------------------------------------
---------------------------------------
STEP 2. ELECT SCHOENBAUM BOARD
NOMINEES AT AUGUST 19TH
SPECIAL MEETING
---------------------------------------
36
