<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SHONEY'S, INC.
--------------
(Name of issuer)
Common Stock, $1.00 Par Value
-----------------------------
(Title of class of securities)
825039100
-------------------------
(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.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1763
June 23, 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)
<PAGE>
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 48,551,609 shares outstanding on March 28, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
Exhibit Index on Page 10
<PAGE>
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 48,551,609 shares outstanding on March 28, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 Pages
Exhibit Index on Page 10
<PAGE>
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 48,551,609 shares outstanding on March 28, 1997)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11 Pages
Exhibit Index on Page 10
<PAGE>
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 48,551,609 shares outstanding on March 28, 1997)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 11 Pages
Exhibit Index on Page 10
<PAGE>
Item 4. Purpose of Transaction.
As indicated in a Schedule 13D filed by Betty J. Schoenbaum, Raymond D.
Schoenbaum, Schoenbaum Corporation and Schoenbaum Ventures L.P. (the "Reporting
Persons") on April 25, 1997 and as amended on June 2, 1997 and June 16, 1997,
the Reporting Persons have been disappointed with the performance of Shoney's,
Inc. (the "Issuer") and the Issuer's stock price in recent years. Because of
the Issuer's continued poor performance and the refusal by the Board of
Directors of the Issuer (the "Board") to meet with Raymond D. Schoenbaum at
its two-day retreat in mid-June to discuss solutions to Shoney's problems, the
Reporting Persons believe that they were left with no alternative but to present
their case directly to the shareholders and owners of the Issuer.
As a result, Raymond D. Schoenbaum and Betty J. Schoenbaum (the
"Shoney's Shareholders' Committee") determined to seek agent designations to
call a special meeting of the shareholders of the Issuer to act on proposals
that would result in the removal of all of the members of the current Board and
replace them with nominees of the Shoney's Shareholders' Committee. On June
16, 1997, the Shoney's Shareholders' Committee filed preliminary solicitation
materials (the "Agent Designation Materials") with the Securities and Exchange
Commission (the "Commission") pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (the "Act") relating to a proposed solicitation of agent
designations to authorize the designated agents to (i) call a special meeting,
(ii) set the place, date and time of the special meeting and (iii) exercise all
rights of the shareholders giving their authorization to the designated agents
incidental to calling and convening the special meeting and causing the purposes
of the authority expressly granted pursuant to the agent designation to be
carried into effect. The Shoney's Shareholders' Committee intends to proceed
with the solicitation of agent designations as soon as is practicable after the
Commission completes its review of the preliminary solicitation materials
pursuant to Regulation 14A promulgated under the Act. Under the Issuer's Bylaws
and Tennessee law, a special meeting of the shareholders may be called at any
time by the holder or holders of not less than one-tenth (1/10) of all the
shares entitled to vote at the meeting. In addition, the Shoney's Shareholders'
Committee also filed on June 16, 1997 preliminary proxy solicitation materials
(the "Proxy Materials") with the Commission pursuant to Section 14(a) of the Act
in connection with their proposals to be considered at the special meeting.
On June 23, 1997, the Shoney's Shareholders' Committee amended the Agent
Designation Materials and the Proxy Materials in order to indicate the nominees
(the "Nominees") of the Shoney's Shareholders' Committee to replace the current
Board. The Nominees are J. Michael Bodnar, Lawrence A. Cunningham, Nathaniel R.
Goldston III, Michael A. Leven, Raymond D. Schoenbaum, William A. Schwartz and
Richard F. Sherman.
The Nominees have furnished the Shoney's Shareholders' Committee with
the following information concerning their principal occupations, business
addresses and certain other matters. All of the Nominees are citizens of the
United States.
Page 6 of 11 Pages
Exhibit Index on Page 10
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Shoney's Shareholders' Committee Nominees
-----------------------------------------
<TABLE>
<CAPTION>
Principal Occupation and Business Experience
Name, Age and Principal Business Address During Last Five Years; Current Directorships
- ---------------------------------------- ---------------------------------------------
<S> <C>
J. Michael Bodnar (52).................. President (January 1984 - present) of Bodnar
Bodnar Investment Group, Inc. Investment Group, Inc. (a real estate investment company);
101 Fox Hall Road President (January 1986 - May 1996)
Birmingham, Alabama 35213 of Triangle Management Group, Inc.
(a restaurant management company).
Lawrence A. Cunningham (34)............. Professor of Law (May 1997 - present) of the
Benjamin N. Cardozo School of Law, Benjamin N. Cardozo School of Law; Visiting
Yeshiva University Associate Professor of Law (August 1996 - May
55 Fifth Avenue 1997) of the George Washington University School
New York, New York 10003 of Law; Associate Professor of Law (August 1992 -
August 1996) of the Benjamin N. Cardozo School of
Law.
Nathaniel R. Goldston III (58).......... Chairman of the Board and Chief Executive Officer
The Gourmet Co. (January 1975 - present) of The Gourmet Co.
1100 Spring Street, N.E. (a food service management company).
Atlanta, Georgia 30309
Michael A. Leven (59)................... President and Chief Executive Officer (October
U.S. Franchise Systems 1995 - present) of U.S. Franchise Systems (a hotel
13 Corporate Square franchising company); Director (August 1995 - present)
Atlanta, Georgia 30329 of Starwood Lodging Corporation; President
and Chief Operating Officer (October 1990 - September
1995) of Holiday Inn Worldwide; President and Chief
Operating Officer (April 1985 - May 1990) of Days
Inn of America, Inc.
Raymond D. Schoenbaum (51).............. Private investor; Director (March 1995 - present) of Applebee's
1640 Powers Ferry Road International, Inc.; Consultant (March 1995 - March
Building Two, Suite 100 1996) of Applebee's International, Inc.; Chairman of
Marietta, Georgia 30067 the Board of Directors (June 1984 - March 1995) of Innovative
Restaurant Concepts, Inc. (a restaurant management company); Vice
Chairman of the Board of Directors (January 1974 -
January 1986) of Restaurants Systems, Inc. (Wendy's
International, Inc. franchisee); Franchisee (January
1974 - January 1986) of Wendy's International, Inc.
William A. Schwartz (58)................ Chief Executive Officer (January 1995 - present) of
FMB Enterprises First Media Television, L.P. (an operator of television
400 Perimeter Center Terrace stations); Chief Executive Officer (February 1990 -
Suite 650 present) of Cannell Communications, L.P. (an operator of
Atlanta, Georgia 30346 television stations); Chief Executive Officer
(March 1988 - present) of FMB Enterprises (an operator of
cable television systems); President and Chief Operating
Officer (1985 - 1987) of Cox Enterprises.
Page 7 of 11 Pages
Exhibit Index on Page 10
<PAGE>
Richard F. Sherman (53)................. Private investor and consultant (January 1991 - present);
11492 Bluegrass Parkway Director (June 1993-present) of Papa John's
Suite 175 International, Inc.; Director (October 1996-present) of
Louisville, Kentucky 40299 P.J. America, Inc. (a franchisee of Papa John's
International, Inc.); Director (January 1991-
present) of Reed's Jewelers, Inc.; Director (October
1992-present) of Taco Cabana, Inc.
</TABLE>
Each of the Nominees has consented to serve as a director of the Issuer
if elected. Each of the Nominees (other than Raymond D. Schoenbaum) has entered
into an agreement with the Shoney's Shareholders' Committee in which the
Shoney's Shareholders' Committee has agreed to pay each Nominee a fee of
$10,000. Additionally, the Shoney's Shareholders' Committee has agreed to (i)
reimburse each Nominee for any reasonable out-of-pocket expenses incurred in the
performance of his service as a Nominee and (ii) indemnify each Nominee with
respect to any liabilities relating to or arising out of such service. Raymond
D. Schoenbaum is currently on a leave of absence from his directorship of
Applebee's International Inc. ("Applebee's"). In order to devote his full time
and attention to the management of the Issuer, Mr. Schoenbaum intends to resign
from the board of Applebee's if the Nominees are elected to the Board of the
Issuer.
The details regarding the special meeting proposals, including the
specific text thereof, are set forth in the Proxy Materials of the Shoney's
Shareholders' Committee to be distributed in connection with the special
meeting.
Item 7. Material to be filed as Exhibits.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
Page 8 of 11 Pages
Exhibit Index on Page 10
<PAGE>
SIGNATURE
---------
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: June 23, 1997
*
-------------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
-------------------------------
Raymond D. Schoenbaum
Schoenbaum Corporation
By: *
----------------------------
Betty J. Schoenbaum,
President
Schoenbaum Ventures L.P.
By: Schoenbaum Corporation,
General Partner
By: *
----------------------------
Betty J. Schoenbaum,
President
* By: /s/ Raymond D. Schoenbaum
------------------------------
Raymond D. Schoenbaum, pursuant to
the Joint Filing Agreement dated
April 25, 1997
Page 9 of 11 Pages
Exhibit Index on Page 10
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
</TABLE>
Page 10 of 11 Pages
Exhibit Index on Page 10
<PAGE>
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 April, 1997.
/s/ Betty J. Schoenbaum
-------------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
-------------------------------
Raymond D. Schoenbaum
Schoenbaum Corporation
By: /s/ Betty J. Schoenbaum
-------------------------
Betty J. Schoenbaum,
President
Schoenbaum Ventures L.P.
By: Schoenbaum Corporation,
General Partner
By: /s/ Betty J. Schoenbaum
--------------------------
Betty J. Schoenbaum,
President
Page 11 of 11 Pages
Exhibit Index on Page 10
