<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. 1)*
SHONEY'S, INC.
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(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of class of securities)
825039100
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(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 2, 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 1 of 11 Pages
Exhibit Index on Page 8
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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 48,551,609 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 8
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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 8
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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 48,551,609 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 8
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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 48,551,609 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 8
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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, the Reporting Persons have been disappointed with
the performance of Shoney's, Inc. (the "Issuer") and the Issuer's stock price in
recent years. As a result, the Reporting Persons are continuing to evaluate
various possible alternatives with respect to their investment in the Issuer.
Based on the Reporting Persons' review of the Issuer thus far, the
Reporting Persons believe that the Issuer is at a critical juncture and that the
actions to be taken by the Issuer's Board of Directors (the "Board") to address
the current situation will play a crucial role in determining the Issuer's
future. For this reason, Raymond D. Schoenbaum, on behalf of the Reporting
Persons, requested by letter to the Board dated June 2, 1997 that he be allowed
to address the next meeting of the Board in mid-June. By that time, the
Reporting Persons expect to be far enough along in their evaluation process to
present the Board with some concrete alternatives for addressing the Issuer's
current problems. The Reporting Persons believe that this exchange of
information and ideas will be very useful to the Board as it gathers information
and formulates a plan to address the Issuer's situation in a manner which is
beneficial to all of the Issuer's shareholders.
Although Raymond D. Schoenbaum has requested to meet with the Board, at
this time, no course of action has presently been decided upon. The Reporting
Persons are still considering, among other things, (i) holding discussions with
third parties or with members of the management or the Board in which the
Reporting Persons may suggest or take a position with respect to potential
changes in the operations, management or business of the Issuer as a means of
enhancing shareholder value, (ii) seeking the removal of certain or all of the
members of the Board, (iii) nominating their own candidates to be elected to the
Board, (iv) proposing changes in the management of the Issuer, or (v) acquiring
additional shares of the Issuer. Except as set forth herein, the Reporting
Persons have not, at this time, decided upon any plans or proposals which relate
to or would result in (i) the acquisition or disposition by any person of
securities of the Issuer, (ii) any extraordinary corporate transaction such as a
merger, reorganization or liquidation involving the Issuer or any of its
subsidiaries, (iii) any sale or transfer of a material amount of the assets of
the Issuer or any of its subsidiaries, (iv) a change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Board, (v) any material change in the present capitalization or dividend policy
of the Issuer, (vi) any material change in the Issuer's business or corporate
structure, (vii) any changes in the Issuer's charter or by-laws which may impede
the acquisition or control of the Issuer by any person, (viii) the Common Stock
being delisted or becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act, or (ix) any action similar to any of those
enumerated above. Nevertheless, the Reporting Persons reserve the right to take
any and all actions with respect to the Issuer or its equity securities as may
be permitted by law.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Letter to the Board of Directors of the Issuer from Raymond D. Schoenbaum
dated June 2, 1997
Page 6 of 11 Pages
Exhibit Index on Page 8
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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: June 2, 1997
*
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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 7 of 11 Pages
Exhibit Index on Page 8
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EXHIBIT INDEX
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Exhibit Description
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1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Letter to the Board of Directors of Shoney's, Inc. from
Raymond D. Schoenbaum dated June 2, 1997
Page 8 of 11 Pages
Exhibit Index on Page 8
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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 9 of 11 Pages
Exhibit Index on Page 8
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EXHIBIT 2
June 2, 1997
Board of Directors of Shoney's, Inc.
1727 Elm Hill Pike
Nashville, Tennessee 37210
Re: Meeting of the Shoney's, Inc. Board of Directors
------------------------------------------------
Ladies and Gentlemen:
As you know from our SEC filing last month, my mother and I are disappointed
with Shoney's performance and the performance of Shoney's stock price in recent
years. As one of the largest shareholders of Shoney's, we are obviously
concerned about the significant loss in market value that has been suffered by
all of Shoney's shareholders in recent years. Moreover, we regard Shoney's as a
legacy created by my father Alex, who founded the company in 1947, and, on a
personal note, it has been very distressing to us to watch Shoney's struggle in
recent years.
As we indicated in our SEC filing, we are in the process of evaluating
various possible alternatives with respect to our investment in Shoney's.
During this process, we have been reviewing in detail the publicly available
data regarding the business, financial condition and operating results of
Shoney's, and we have had the opportunity to discuss this publicly available
data with certain members of Shoney's management. This process is ongoing, and,
while at this time we have not decided on a course of action, we expect to make
further progress during the next two weeks.
Based on our review thus far, we believe that Shoney's is at a critical
juncture and that the actions to be taken by Shoney's Board to address the
current situation will play a crucial role in determining Shoney's future. For
this reason, I would like to meet with the Board at its meeting on June 17, 1997
to discuss Shoney's current situation and our concerns regarding the company's
future. By that time, we expect to be far enough along in our evaluation process
to present to you some concrete alternatives for addressing Shoney's current
problems.
We believe that this exchange of information and ideas will be very useful to
the Board as it gathers information and formulates a plan to address Shoney's
situation in a manner which is beneficial to all of Shoney's shareholders. In
light of the company's recent performance, the Board will be faced with some
difficult decisions in the time ahead. My successful experiences in the family
and casual restaurant industry, including most recently my founding and
development of Ray's on the River and the Rio Bravo restaurant chain which I
sold to Applebee's in 1995, have provided me with valuable skills which I
believe I can use to assist you as you deal with Shoney's current situation.
Page 10 of 11 Pages
Exhibit Index on Page 8
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Please let us know as soon as possible whether you will honor our request to
meet with you at the Board's meeting. We look forward to your response.
Sincerely,
/s/ Raymond D. Schoenbaum
----------------------------------------
Raymond D. Schoenbaum
Page 11 of 11 Pages
Exhibit Index on Page 8
