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SOLICITING MATERIAL
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 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 [ ]
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):
[ ] 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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CONTACT:
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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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SHONEY'S SHAREHOLDERS' COMMITTEE SUBMITS INDEPENDENT SLATE
OF NOMINEES FOR SHONEY'S BOARD OF DIRECTORS
ATLANTA, GEORGIA (June 23, 1997) -- The Shoney's Shareholders' Committee
announced today it is filing amended proxy and consent materials with the
Securities and Exchange Commission to disclose its independent slate of seven
nominees for election to the Board of Directors of Shoney's, Inc. [NYSE: SHN] at
a Special Meeting of Shoney's Shareholders. In addition to Raymond D.
Schoenbaum, the nominees include:
. Michael Bodnar, President, Bodnar Investment Group, Inc.; and a
director of a number of restaurant franchises;
. Lawrence A. Cunningham, Professor of Law, Benjamin N. Cardozo School
of Law;
. Nathaniel R. Goldston III, Chairman of the Board and Chief Executive
Officer, The Gourmet Co.; Former National President and Founder of
the Atlanta Chapter of 100 Black Men of America;
. Michael A. Leven, President and Chief Executive Officer, U.S.
Franchise Systems; Director, Starwood Lodging Corporation; Former
President and Chief Operating Officer, Holiday Inn Worldwide; Former
President and Chief Operating Officer, Days Inn of America, Inc.;
. William A. Schwartz, Chief Executive Officer, First Media Television,
L.P.; Chief Executive Officer, Cannell Communications, L.P.; Chief
Executive Officer, FMB Enterprises; Former President and Chief
Operating Officer, Cox Enterprises;
. Richard F. Sherman, Investor and Consultant; Director, Papa John's
International Inc.; Director, P.J. America, Inc.; Director, Reed's
Jewelers, Inc.; Director, Taco Cabana, Inc.
Raymond D. Schoenbaum, on behalf of the Shoney's Shareholders' Committee,
commented, "As a concerned Shoney's shareholder with extensive experience in the
restaurant industry, I have been very distressed by the Company's struggles in
recent years. We need to take decisive action now to ensure the long-term
survival of the company for the benefit of its shareholders, customers,
franchisees and employees. We have decided that the best way to restore Shoney's
great potential is to seek to call a special meeting of Shoney's shareholders
and to replace the current Board at the special meeting. We have put together an
outstanding team of highly qualified nominees with a proven track record of
leadership who are committed to improving Shoney's operations, reputation and
share value. We are prepared to take our case directly to Shoney's shareholders
to let the real owners of the company decide for themselves."
The Shoney's Shareholders' Committee, which is composed of two
shareholders, Raymond D. Schoenbaum and Betty J. Schoenbaum, collectively is the
beneficial owner of 3,866,971 shares or approximately 8.0% of Shoney's
outstanding common stock, and is the second largest shareholder of the Company.
According to Shoney's bylaws and the Tennessee Business Corporation Act, to call
a special meeting requires demands from shareholders representing at least 10%
of Shoney's
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Shoney's Shareholders' Committee
June 23,1997
Page 2
common stock. The Shoney's Shareholders' Committee has retained MacKenzie
Partners, Inc. to assist it with its efforts in calling a special meeting for
August 19, 1997.
The Shoney's Shareholders' Committee is also filing today an amendment to
its 13D on the EDGAR System, which includes the Committee's slate of directors.
The Committee expects to mail its BLUE Agent Designation cards and related
solicitation statements to all Shoney's shareholders in early July 1997.
The Committee's members, Raymond D. Schoenbaum and Betty J. Schoenbaum, are
respectively the son and wife of Alex Schoenbaum, who founded Shoney's in 1947
and served as its first Chairman. 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.
# # #
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 February 16, 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 February 16, 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 February 16, 1997).
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Shoney's Shareholders' Committee
June 23, 1997
Page 3
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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