<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. 5)*
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
JULY 7, 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 of 11 Pages
Exhibit Index on Page 9
<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 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 Pages
Exhibit Index on Page 9
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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 4 of 11 Pages
Exhibit Index on Page 9
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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 5 of 11 Pages
Exhibit Index on Page 9
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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, June 16, 1997, June
23, 1997 and June 25, 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 their 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 and demand 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 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. In addition, on June 23,
1997, the Shoney's Shareholders' Committee amended the Agent Designation
Materials and the Proxy Materials to announce the nominees of the Shoney's
Shareholders' Committee to replace the current Board.
On June 23, 1997, the Issuer filed a Form 8-K with the Commission
indicating that the Board amended the bylaws the Issuer ("Bylaws"). The Bylaw
amendments, which were adopted after the Shoney's Shareholders' Committee
initiated its efforts to call and demand a special meeting, purport to eliminate
the right of the Issuer's shareholders to set the date, time and place of a
special meeting. In addition, the amendments purport to establish lengthy time
frames relating to the call of a special meeting and the giving of notice of a
special meeting, which would ostensibly permit the Board to substantially delay
the date of a special meeting. The amendments also seek to permit the current
officers and employees of the Issuer to serve as inspectors of election at the
special meeting.
On June 25, 1997, Raymond D. Schoenbaum, on behalf of the Shoney's
Shareholders' Committee, delivered a letter to the Board in response to the
Board's adoption of the Bylaw amendments. In his letter, Raymond D. Schoenbaum
indicated that the Shoney's Shareholders' Committee is disappointed with the
Board's apparent attempt to manipulate the corporate governance process through
these Bylaw amendments and that the Shoney's Shareholders' Committee is prepared
to go to court to enforce their legitimate rights. Raymond D. Schoenbaum
requested in the letter that the Board rescind these amendments and agree to his
previously announced June 16 record date for shareholders entitled to call the
special meeting and August 19 special meeting date. He further stated in the
letter, "Setting the date at this time will provide absolute clarity as the
process moves forward and the two-month time period between now and August 19
will provide more than enough time for our shareholders to consider the relative
merits of [the Shoney's Shareholders' Committee's proposal to remove and replace
the Issuer's current Board]."
Page 6 of 11 Pages
Exhibit Index on Page 9
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In addition, Raymond D. Schoenbaum, on behalf of the Shoney's
Shareholders' Committee, sent a separate letter to the Issuer on June 25, 1997
to serve as written notice of the request of Raymond D. Schoenbaum that the
Board fix a record date to determine the shareholders entitled to call a special
meeting. The notice was sent pursuant to Article II, Section 2 of the Restated
Bylaws of the Issuer filed with the Commission on June 23, 1997 (the "Restated
Bylaws") in order to comply with such Section if such Section is determined to
be valid and to be retroactively effective with respect to setting a record date
for the shareholders entitled to execute the agent designations sought by the
Shoney's Shareholders' Committee.
Raymond D. Schoenbaum noted in the letter that he is giving this notice
and making this request as a precautionary matter, in spite of his belief that
such notice is not required. The Shoney's Shareholders' Committee does not read
the amendment to Article II, Section 2 of the Bylaws as purporting to affect the
record date which was validly set prior to the amendment. Moreover, even if it
did purport to do so, the Shoney's Shareholders' Committee does not believe that
it would be valid since it would have the effect of retroactively invalidating a
record date which already has been set. Raymond D. Schoenbaum reserves his
rights to challenge the validity of the amendments to the Bylaws of the Issuer
set forth in the Restated Bylaws, including the amendments to Article II,
Section 2 to the extent that they purport to require that this notice be given.
On June 26, 1997, the Issuer responded to the June 25, 1997 letter from
Raymond D. Schoenbaum in a letter expressing the Issuer's disagreement with
statements made by Raymond D. Schoenbaum in his June 25 letter and informing
Raymond D. Schoenbaum of the Issuer's intention to litigate. The Issuer, on
June 26, 1997, filed a claim in the Chancery Court for the State of Tennessee,
Twentieth Judicial District at Nashville, seeking a declaration of (i) the
validity of the record date of June 14, 1997 set by the Board for determining
the shareholders entitled to demand a special meeting, (ii) the invalidity of
the June 16, 1997 record date set by the Shoney's Shareholders' Committee, and
(iii) the validity of the recent Bylaw amendments. In response, the Shoney's
Shareholders' Committee filed litigation papers on June 30, 1997 seeking to
remove the lawsuit to the U.S. District Court for the Middle District of
Tennessee and requesting the court, among other things, declare invalid the
recent Bylaw amendments which sought to frustrate the establishment of the June
16, 1997 record date and the Shoney's Shareholders' Committee's efforts to call
the special meeting and require the Issuer to make available to the Shoney's
Shareholders' Committee certain documents and records relating to, among other
things, the identity of the beneficial owners of the Issuer's common stock which
the Issuer has refused to provide.
On July 3, 1997, the Shoney's Shareholders' Committee filed definitive
Agent Designation Materials with the Commission and began to mail the definitive
Agent Designation Materials to shareholders of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Letter to Raymond D. Schoenbaum from the Board of Directors of the Issuer
dated June 26, 1997
Page 7 of 11 Pages
Exhibit Index on Page 9
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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: July 7, 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 8 of 11 Pages
Exhibit Index on Page 9
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EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Letter to Raymond D. Schoenbaum from the Board of
Directors of Shoney's, Inc. dated June 26, 1997
Page 9 of 11 Pages
Exhibit Index on Page 9
<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 10 of 11 Pages
Exhibit Index on Page 9
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EXHIBIT 2
June 26, 1997
Raymond D. Schoenbaum
1640 Powers Ferry Road
Building Two, Suite 100
Marietta, Georgia 30067-6050
RE: Amendments to Shoney's By-Laws
Dear Mr. Schoenbaum:
In response to your letter of June 25 to the Board, the Company does not
agree that your letter of June 16th purporting to call a special meeting of
shareholders for August 19 was valid, that the record date for determining the
shareholders entitled to demand a special meeting is June 16, or that the recent
By-Law amendments are not valid and applicable to your efforts to call a special
meeting. In that connection, we have your request for a record date for
shareholders entitled to demand a special meeting. The request will be acted on
promptly.
In view of your expression of intention to litigate the matter, and in
order to proceed expeditiously to judicial determination for the benefit of all
concerned, the Company has today filed a suit in the Chancery Court seeking a
declaratory judgement of the invalidity of your purported June 16 record date
and "call" and the validity of the recent By-Law amendments.
A copy of the suit papers is enclosed. Our attorneys, Bass, Berry & Sims,
have delivered courtesy copies to your Nashville attorney, Paul Alexis, this
afternoon.
Yours very truly,
/s/ F.E. McDaniel, Jr.
- ----------------------
F. E. McDaniel, Jr.
Senior Vice President,
Secretary and Treasurer
Page 11 of 11 Pages
Exhibit Index on Page 9
