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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SHONEY'S, INC.
(Name of Issuer)
Common Stock, $1 par value per share
(Title of Class of Securities)
825039 10 0
(CUSIP Number)
Daniel W. Small
Attorney at Law
Suite 250,
3100 West End Avenue
Nashville, Tennessee 37203
(615) 385-1005
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices
and Communications)
April 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 ___.
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.) 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.
(Cover page continued on next page)
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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 ("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).
<TABLE>
<CAPTION>
CUSIP No. 825039 10 0
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<S> <C> <C>
1. Names of Reporting Persons S. S. or I.R.S. Identification Nos. of Above
Persons
Raymond L. Danner
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __
(b) __
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
---
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6. Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With
7. Sole Voting Power: 4,159,133
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8. Shared Voting Power: 90,169
</TABLE>
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<TABLE>
<S> <C>
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9. Sole Dispositive Power: 4,159,133
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10. Shared Dispositive Power: 90,169
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,249,303
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11):
8.76%
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14. Type of Reporting Person (See Instructions)
IN
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</TABLE>
Item 1. Security and Issuer.
This Statement relates to the $1 par value common stock of Shoney's,
Inc., 1727 Elm Hill Pike, Nashville, Tennessee 37210.
Item 2. Identity and Background.
(a) The person filing this Statement is Raymond L. Danner, a natural
person;
(b) Mr. Danner's business address is Suite 510, 2 International
Plaza, Nashville, Tennessee 37217;
(c) Mr. Danner's present principal occupation or employment is as
Chairman of The Danner Company, which company owns interests in various other
companies unrelated to Shoney's, Inc. The Danner Company has its principal
business address at Suite 510, 2 International Plaza, Nashville, Tennessee
37217;
(d) Mr. Danner has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors);
(e) Mr. Danner has not been a party, during the last five years, to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws; and
(f) Mr. Danner is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration.
Mr. Danner was a founder of Shoney's, Inc. (sometimes referred to
herein as the "Company") and served for approximately 20 years as Chairman and
Chief Executive Officer. Mr. Danner has acquired the subject securities over
many years, principally for cash and through stock splits and/or dividends. Mr.
Danner no longer serves Shoney's, Inc. in any official capacity.
Mr. Danner's most recent acquisition of shares of Shoney's, Inc. was
on July 15, 1993, when he acquired 3,000 shares of the Company for a cash
purchase price of $14.875 per share. No portion of the purchase price was
borrowed.
Please refer to the original filing and amendment(s) of this Schedule
by Mr. Danner in 1995, 1996, and 1997 for additional information.
Item 4. Purpose of Transaction.
Mr. Danner made no acquisition of securities of the Company that
triggered this filing. Rather, this filing is made to address Mr. Danner's
request to the Board of Directors in a letter to the Board dated April 17,
1997, which is hereby incorporated herein by reference to Exhibit 1 filed
herewith.
As a founder and former Chairman and Chief Executive Officer of
Shoney's, Inc., Mr. Danner holds the Shares for investment. Mr. Danner has been
concerned about the Company's management and performance for several years.
Some of his concerns have been highlighted in prior letters from him to the
Board of Directors of the Company and previously filed. Danner resigned from
the Board of Directors of the Company effective June 30, 1993.
Mr. Danner reviews from time to time the Company's business affairs
and financial position. Based on such evaluation and review, as well as general
economic and industry conditions existing at the time, Mr. Danner may consider
from time to time various alternative courses of action. Such actions may
include the acquisition of additional Shares through open market purchases,
privately negotiated transactions, or otherwise. Alternatively, such actions
may involve the sale of all or a portion of the Shares in the open market, in
privately negotiated transactions or otherwise. Mr. Danner may also, consistent
with the requirements of Regulation 14A, communicate with other Company
shareholders regarding the Company's performance generally.
Except as set forth above, Mr. Danner has no plan or proposals which
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) Mr. Danner owns directly, with sole voting and dispositive
authority, 4,159,133 shares of the Company. The Company states in its most
recent proxy materials to Shareholders that it has, at January 23, 1997,
48,531,075 shares outstanding. Consequently, the Company has computed that Mr.
Danner owns beneficially approximately 8.76% of the subject securities. The
decrease in Mr. Danner's ownership percentage of the subject securities has
resulted from the issuance of additional shares thereof by the Company and not
as a result of any action taken by Mr. Danner.
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Mr. Danner disclaims beneficial ownership of the following shares
pursuant to Rule 13d-4:
1. Shares held by his wife: 83,068; and
2. Shares held by his wife as Custodian for their son: 7,101.
The aggregate number of the securities as to which Mr. Danner disclaims
beneficial ownership is 90,169 (.0019% of the class).
(b) Please refer to the Response to Item 5(a) above for each person
named in response to paragraph (a), as to the number of shares as to which
there is sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom the power
to vote or to direct the vote or to dispose or direct the disposition is
shared;
Mr. Danner has had no transactions in the subject class of securities
in the past sixty days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item.
(e) Mr. Danner has not ceased to be the beneficial owner of more than
five percent of the class of securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming
the persons with whom such contracts, arrangements, understandings or
relationships have been entered into, exclusive of standard default and similar
provisions contained in loan agreements and related documentation as to any
pledged securities.
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Item 7. Material to be Filed as Exhibits.
The following Exhibits are filed herewith and incorporated herein by
reference:
Exhibit 1 Letter dated April 17, 1997.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 17, 1997
Date Signature
/s/ Raymond L. Danner
Raymond L. Danner
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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EXHIBIT 1
[DANNER COMPANY LETTERHEAD]
April 17, 1997
VIA UNITED PARCEL SERVICE
Board of Directors
Shoney's, Inc.
1727 Elm Hill Pike
Nashville, Tennessee 37210
Ladies and Gentlemen:
Attached is a copy of my letter to Shoney's, Inc. that was delivered
to Shoney's on March 26, 1997. As you can see, I asked for a very small set of
records. As you may not know, however, Mr. Lynn refused to let me see the
documents.
I cannot tell you how disappointed this makes me. It is beyond my
understanding how Shoney's can turn its back on me, its co-founder and largest
single shareholder, in such a cold and indifferent way.
It is even more incredible when I stop to think that the laws in
Tennessee require Shoney's to let me examine and copy the exact records that I
requested.
For years I have simply stepped back and let you all treat me in a
contemptible way. Those days are now gone!
Immediately, I am asking that the Board advise me if the Shoney's
intends to obey the law by turning over the records or to continue to ignore
the law. I want to believe that the non-management Directors of Shoney's, most
of whom I know and respect, didn't realize this and that they will order
management to honor my request.
For your information, I am enclosing a copy of the statute that
requires Shoney's to produce the requested records. My attorneys have advised
me that a court filing is in order if the documents are not produced, and that
the court will hold an immediate hearing. Suing Shoney's, for me, would be like
suing my child. However, I am now ready, willing and able to do so.
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[Exhibit 1, cont'd]
I hope for once that you can persuade management to do the right
thing. I hope for once that you can persuade management not to talk about what
it wants to think your legal obligations to Ray Danner are. I hope for once
that you can persuade management to focus on your moral obligation to someone
who spent half his life building Shoney's.
For the life of me, I don't know what management is so afraid that
I'll find out. Perhaps they are afraid that I'll find out the truth. But, with
the stock price at all time lows it is difficult to deny that the stock market
has already found out the truth: so please direct management to give me the
records to that I can find out the truth as well.
Sincerely,
/s/Raymond L. Danner
Raymond L. Danner
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[Exhibit 1, cont'd]
[DANNER COMPANY LETTERHEAD]
March 26, 1997
VIA HAND-DELIVERY
Shoney's, Inc.
1727 Elm Hill Pike
Nashville, Tennessee 37219
Attn: C. Stephen Lynn, President
Dear Mr. Lynn:
Please accept this letter as my request that Shoney's, Inc. (the
"Company"), make available to me (and/or my agent(s)) at 10:00 o'clock a.m. on
Thursday, April 3, 1997, certain information relating to the Company. This
information is requested in good faith and for a proper purpose. The
information requested herein will be used by me to communicate with other
Shareholders of the Company regarding the Company's revenues and expenses, the
performance of management, and the performance of the Board of Directors, and
expenditures incurred by the Company in designing, implementing, submitting to
Shareholders, and amending stock option plans and other benefit plans.
Specifically, I hereby request that you make available for my inspection and
copying the following information:
1. A complete record of the Shareholders of the Company,
including all of the information specified in T.C.A.
Section 48-26-101(c);
2. A complete and accurate record of the votes present and how
the votes were cast at the 1997 Annual Meeting of the
Company's Shareholders;
3. Copies of (or excerpts from) the minutes of the meetings of
the Board of Directors concerning stock option and other
benefit plans, together with any other related documentation
such as memoranda, letters, reports, contracts, and so forth;
4. Copies of (or excerpts from) minutes of the meetings of any
committees or other representatives of the Board of Directors
concerning stock option and other benefit plans, together
with any other related documentation such as memoranda,
letters, reports, contracts, and so forth;
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Mr. C. Stephen Lynn
President
March 26, 1997
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[Exhibit 1, cont'd]
5. Accounting records of the Company relating to expenditures
incurred by the Company in designing, implementing,
submitting to Shareholders, and amending stock option and
other benefit plans.
These records are directly connected to my purpose of communicating
with other Shareholders about the matters described above in that I anticipate
that the data contained in them will be referred to in or form the basis for my
communications. Unless I hear otherwise from the Company, I and/or my agent(s)
will be present at the Company's main office (at the address set forth above)
at 10:00 o'clock a.m. on April 3, 1997, to inspect and/or copy the records
specified herein. I thank you in advance for your assistance in this matter and
I hope that it will not be too inconvenient for me to visit with you on that
date.
Sincerely,
/s/ Raymond L. Danner
Raymond L. Danner
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[Exhibit 1, cont'd]
48-26-102. INSPECTION OF RECORDS BY SHAREHOLDERS.
(a) A shareholder of a corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, any of the
records of the corporation described in section 48-26-101(c), if the
shareholder gives the corporation written notice of the shareholder's demand at
least five(5) business days before the date on which the shareholder wishes to
inspect and copy.
(b) A shareholder of a corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation, if the
shareholder meets the requirements of subsection (c) and gives the corporation
written notice of the shareholder's demand at least five (5) business days
before the date on which the shareholder wishes to inspect and copy:
(1) Excerpts from minutes of any meeting of the bo rd of directors,
records of any action of a committee of the board of directors while
acting in place of the board of directors on behalf of the
corporation, minutes of any meeting of the shareholders, and records
of action taken by the shareholders or board of directors without a
meeting, to the extent not subject to inspection under subsection (a);
(2) Accounting records of the corporation; and
(3) The record of shareholders.
(c) A shareholder may inspect and copy the records described in
subsection (b) only if:
(I) The shareholder's demand is made in good faith and for a proper
purpose;
(2) The shareholder describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires
to inspect; and
(3) The records are directly connected with the shareholder's purpose.
(d) The right of inspection granted by this section may not be abolished
or limited by a corporation's charter or bylaws.
(e) This section does not affect:
(1) The right of a shareholder to inspect records under Section
48-17-201 or, if the shareholder is in litigation with the
corporation, to the same extent as any other litigant;
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[Exhibit 1, cont'd]
(2) The power of a court, independently of chapters 11-27 of this title, to
compel the production of corporate records for examination.
[Acts 1986, ch. 887, Section 16.02.]
48-26-104. COURT-ORDERED INSPECTION.
(a) If a corporation does not allow a shareholder who complies ith ss.
48-26-102(a) to inspect and copy any records required by that subsection to be
available for inspection, a court of record having equity jurisdiction in the
county where the corporation's principal office (or, if none in this state, its
registered office) is located may summarily order inspection and copying of the
records demanded at the corporation's expense upon application of the
shareholder.
(b) If a corporation does not within a reasonable time allow a shareholde
to inspect and copy any other record, the shareholder who complies with
48-26-102(b) and (c) may apply to the court of record having equity
jurisdiction in the county where the corporation's principal office (or, if
none in this state, its registered office) is located for an order to permit
inspection and copying of the records demanded. The court shall dispose of an
application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it
shall also order the corporation to pay the shareholder's costs (including
reasonable counsel fees) incurred to obtain the order if the shareholder proves
that the corporation refused inspection without a reasonable basis for doubt
about the right of the shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it
may impose reasonable restrictions on the use or distribution of the r cords by
the demanding shareholder.
[Acts 1986, ch. 887, Section 16.04.]
