<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
Shoney's, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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FOR IMMEDIATE RELEASE CONTACT: SHONEY'S, INC.
W. Craig Barber
(615) 231-2385
NASHVILLE, TN, July 18, 1997 -- Shoney's, Inc. (NYSE-SHN) today announced that
it had received Agent Designations to call a Special Meeting representing at
least 10% of the shares held of record on July 14, 1997.
In accordance with Shoney's amended Bylaws, the Company's Board of Directors
will establish a record date and a meeting date for such Special Meeting.
CERTAIN ADDITIONAL INFORMATION: Shoney's, Inc. (the "Company") will be
soliciting proxies against the director nominees of Raymond D. Schoenbaum and
Betty J. Schoenbaum and other shareholder proposals by such persons. The
following individuals may be deemed to be participants in the solicitation of
proxies by the Company and as of June 1, 1997 beneficially own the number of
shares of common stock par value one dollar ($1.00) as indicated: C. Stephen
Lynn, Chairman of the Board, Chief Executive Officer and President, 385,500
shares; Robert M. Langford, Senior Executive Vice President and Chief Operating
Officer, 15,000 shares; W. Craig Barber, Senior Executive Vice President, Chief
Administrative Officer and Chief Financial Officer, 92,859 shares; F. E.
McDaniel, Jr., Senior Vice President, Secretary and Treasurer, 11,761 shares;
Gregory A. Hayes, Senior Vice President and Corporate Controller, 8,565 shares;
Betty J. Marshall, Senior Vice President -- Corporate Communications and
Community Relations, 11,864 shares; David Jordan, Senior Vice President --
Business Development, 6,000 shares; Dennis C. Bottorff, Director, 18,000
shares; Carole F. Hoover, Director, 2,400 shares; Victoria B. Jackson,
Director, 4,094 shares; Jeffry F. Schoenbaum, Director, 583,192 shares; B.
Franklin Skinner, Director, 3,500 shares; and Cal Turner, Jr., Director, 28,000
shares. The Company has retained Salomon Brothers Inc ("Salomon") to act as
financial advisor in connection with the proxy solicitation. Salomon will not
receive any fee for, or in connection with, such financial advisory and
solicitation activities apart from the fees they are otherwise entitled to
receive under their engagement. The Company has agreed to indemnify Salomon
against certain liabilities and expenses. Salomon is an investment banking firm
that provides a full range of financial services for institutional and
individual clients. Salomon does not admit or deny that any of its directors,
officers, or employees is a "participant" as defined in Schedule 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning such persons. In the normal course
of its business, Salomon regularly buys and sells the Company's Common Stock
for its own account and for the accounts of its customers, which transactions
may result from time to time in Salomon and its associates having a net "long"
or net "short" position in the Company's Common Stock or option contracts with
other derivatives in or relating to the Company's securities. As of June 25,
1997, Salomon had no positions in the Company's securities. Salomon will assist
in the solicitation of proxies, which will be carried out by a team of
individuals consisting of directors, officers and employees of Salomon
numbering approximately 10 persons.
