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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 17, 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 9 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 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 9 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 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 9 Pages
Exhibit Index on Page 8
<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 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 9 Pages
Exhibit Index on Page 8
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ITEM 4. PURPOSE OF TRANSACTION.
On July 3, 1997, Raymond D. Schoenbaum and Betty J. Schoenbaum (the
"Shoney's Shareholders' Committee") filed definitive solicitation materials (the
"Agent Designation Materials") with the Securities and Exchange Commission
pursuant to Section 14(a) of the Securities Exchange Act of 1934 relating to a
solicitation of agent designations to authorize the designated agent to
(i) call and demand a special meeting of the shareholders of Shoney's, Inc. (the
"Issuer"), (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 is
seeking the call of 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 of directors of the Issuer and replace them with the nominees of
the Shoney's Shareholders' Committee. The Shoney's Shareholders' Committee
mailed the definitive Agent Designation Materials to the shareholders of the
Issuer on July 3,1997. On July 16, 1997, Raymond D. Schoenbaum delivered agent
designation cards to the Issuer on behalf of shareholders representing over 39%
of the Issuer's outstanding common stock for the purpose of calling for and
demanding a special meeting of the Issuer's shareholders and called for and
demanded a special meeting of the shareholders of the Issuer to be held on
Tuesday, August 19, 1997, or on such date as set by the board of directors of
the Issuer if it is determined to have the authority to do so, for the purposes
stated in the Agent Designation Materials.
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 6 of 9 Pages
Exhibit Index on Page 8
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SIGNATURE
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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 17, 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 7 of 9 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 Raymond D. Schoenbaum from the Board of
Directors of Shoney's, Inc. dated June 26, 1997
Page 8 of 9 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 9 Pages
Exhibit Index on Page 8
