<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. )*
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
April 25, 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 13 Pages
Exhibit Index on Page 12
<PAGE>
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 13 Pages
Exhibit Index on Page 12
<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 48,551,609 shares outstanding on March 28, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13 Pages
Exhibit Index on Page 12
<PAGE>
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 13 Pages
Exhibit Index on Page 12
<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 48,551,609 shares outstanding on March 28, 1997)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13 Pages
Exhibit Index on Page 12
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Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the
common stock, $1.00 par value (the "Common Stock"), of Shoney's, Inc. (the
"Issuer"), a Tennessee corporation. The address of the Issuer's principal
executive offices is 1727 Elm Hill Pike, Nashville, Tennessee 37210.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of Betty J. Schoenbaum, her son
Raymond D. Schoenbaum, Schoenbaum Corporation, a Nevada corporation, and
Schoenbaum Ventures L.P. (the "Partnership"), a Nevada limited partnership
(Betty J. Schoenbaum, Raymond D. Schoenbaum, Schoenbaum Corporation and the
Partnership are referred to herein collectively as the "Reporting Persons"), who
together may constitute a group within the meaning of Rule 13d-5 of the
Securities Exchange Act of 1934 (the "Act").
Betty J. Schoenbaum is a citizen of the United States and her residential
address is 5541 Gulf of Mexico Drive, Longboat Key, Florida 34228. Raymond D.
Schoenbaum is a citizen of the United States and his principal business address
is 1640 Powers Ferry Road, Building Two, Suite 100, Marietta, Georgia 30067-
6050. The principal business address of Schoenbaum Corporation is 3350 West
Spring Mountain Road, No. 60, Las Vegas, Nevada 89102. Betty J. Schoenbaum is
the sole shareholder and director of Schoenbaum Corporation. Betty J. Schoenbaum
is also the President and Secretary of Schoenbaum Corporation and her son,
Jeffrey F. Schoenbaum, is the Treasurer. The principal business address of the
Partnership is 3305 West Spring Mountain Road, No. 60, Las Vegas, Nevada 89102.
Betty J. Schoenbaum is not employed. Raymond D. Schoenbaum is a private
investor. Schoenbaum Corporation is principally engaged in the business of
serving as the General Partner of the Partnership. The Partnership is
principally engaged in the business of investing in securities and other assets.
Jeffrey F. Schoenbaum is a private investor. See Item 5 for additional
information relating to Jeffrey F. Schoenbaum.
During the last five years, none of the Reporting Persons, any of the
officers or directors of any of the Reporting Persons, or, to the knowledge of
the Reporting Persons, any person with whom any of the Reporting Persons share
voting or dispositive power with respect to the Common Stock has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Betty J. Schoenbaum beneficially owns 3,394,480 shares of Common Stock. Of
these shares, 2,703,388 shares are owned by the Partnership. The General
Partner of the Partnership is Schoenbaum Corporation which has the sole voting
and dispositive power over the assets of the Partnership. Following the death of
her husband Alex Schoenbaum, Betty J. Schoenbaum became the President and
Secretary and sole shareholder and director of Schoenbaum Corporation. The Betty
Schoenbaum Revocable Trust owns 455,342 shares of Common Stock over which the
trustees, Betty J. Schoenbaum and Chase Manhattan Private Bank, N.A., share
voting and dispositive power. Of these 455,342 shares, 60,000 shares were
acquired for cash on the open market on April 4, 1997 with trust funds and the
remaining shares were acquired through gifts from Betty J. Schoenbaum's late
husband and through open market purchases using trust funds. The Schoenbaum
Family Foundation owns 35,750 shares of Common Stock. Betty J. Schoenbaum is the
President, Secretary and Treasurer and a trustee of the Schoenbaum Family
Foundation and shares voting and dispositive control with the other
Page 6 of 13 Pages
Exhibit Index on Page 12
<PAGE>
officers and trustees. In addition, Betty J. Schoenbaum is a life beneficiary
of a Charitable Remainder Annuity Trust which owns 200,000 shares of Common
Stock. Betty J. Schoenbaum became the beneficiary of the Charitable Remainder
Annuity Trust after the death of her husband. As the beneficiary of the trust,
Betty J. Schoenbaum shares voting and dispositive control with One Valley Bank,
N.A., the trustee.
Raymond D. Schoenbaum beneficially owns 508,061 shares of Common Stock. Of
these shares, Raymond D. Schoenbaum owns 261,000 shares individually which he
purchased for cash with personal funds through margin accounts with Bear,
Stearns & Co., Inc. for approximately $1.7 million. Raymond D. Schoenbaum also
beneficially owns 211,311 shares which were acquired either through gifts from
family members or through open market purchases using personal funds. The
remaining 35,750 shares are owned by the Schoenbaum Family Foundation of which
Raymond D. Schoenbaum is a Vice President and trustee. In addition, Raymond D.
Schoenbaum disclaims beneficial ownership of 8,407 shares of Common Stock which
are beneficially owned by his wife, Susan R. Schoenbaum.
Schoenbaum Corporation beneficially owns 2,703,388 shares of Common Stock
which are owned by the Partnership.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock for investment purposes.
Alex Schoenbaum, the father of Raymond D. Schoenbaum and husband of Betty J.
Schoenbaum, founded the Issuer in 1947 and served as its first Chairman of the
Board. Alex Schoenbaum was actively involved in the operations of the Issuer
for over 40 years.
The Reporting Persons are disappointed with the performance of the Issuer
and the Issuer's stock price in recent years. According to the Issuer's 1997
Annual Proxy Statement, between October 29, 1993 and October 31, 1996, the
Issuer's stock price declined 66.8%, while, over the same period, the Standard &
Poor's 500 Index increased 61.5% and the Standard & Poor's Restaurants Index
increased 46.8%. The Reporting Persons have begun to evaluate various possible
alternatives with respect to their investment in the Issuer. Although no course
of action has presently been decided upon, the Reporting Persons are
considering, among other things, (i) holding discussions with third parties or
with members of the management or the Board of the Issuer 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 of Directors of the Issuer (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.
Page 7 of 13 Pages
Exhibit Index on Page 12
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) Betty J. Schoenbaum, Raymond D. Schoenbaum, Schoenbaum Corporation and
the Partnership together may constitute a group within the meaning of Rule 13d-5
of the Act. Betty J. Schoenbaum, Raymond D. Schoenbaum, Schoenbaum Corporation
and the Partnership, as a group, may be deemed to own beneficially (as that term
is defined in Rule 13d-3 under the Act, as amended), 3,866,791 shares of Common
Stock, which constitutes 8.0% of the outstanding shares of Common Stock (based
on 48,551,609 shares of Common Stock outstanding on March 28, 1997).
(b) Betty J. Schoenbaum has sole power to vote, or to direct the vote of,
2,703,388 shares of Common Stock, and sole power to dispose, or to direct the
disposition of, 2,703,388 shares of Common Stock. Betty J. Schoenbaum also has
shared power to vote, or to direct the vote of, 691,092 shares of Common Stock,
and shared power to dispose, or to direct the disposition of, 691,092 shares of
Common Stock. These 3,394,480 shares are owned as follows:
(i) The Partnership owns 2,703,338 shares. The General Partner of
the Partnership is Schoenbaum Corporation which has the sole
voting and dispositive power over the assets of the
Partnership. Betty J. Schoenbaum is the President of Schoenbaum
Corporation.
(ii) The Betty Schoenbaum Revocable Trust owns 455,342 shares of
Common Stock over which the trustees, Betty J. Schoenbaum and
Chase Manhattan Private Bank, N.A., share voting and
dispositive power. The principal business address of Chase
Manhattan Private Bank, N.A., a national banking association,
is 205 Royal Palm Way, Palm Beach, Florida 33480.
(iii) The Schoenbaum Family Foundation, a charitable foundation, owns
35,750 shares of Common Stock. The principal business address
of the Schoenbaum Family Foundation is P.O. Box 9439, Longboat
Key, Florida 34228-9439. Betty J. Schoenbaum is the President,
Secretary and Treasurer and a trustee of the Schoenbaum Family
Foundation and shares voting and dispositive power with the
other officers and trustees of the foundation. The other
officers and trustees are as follows:
<TABLE>
<CAPTION>
Name Position Principal Occupation
------------------------- -------------- --------------------
<S> <C> <C>
Raymond D. Schoenbaum Vice President Private Investor
and Trustee
Jeffrey F. Schoenbaum Vice President Private Investor
402 S. Westshore Blvd. and Trustee
Tampa, Florida 33609
Citizenship: U.S.A.
Joann Schoenbaum Miller Vice President Homemaker
1331 Preservation Way and Trustee
Oldsmar, Florida 34677
Citizenship: U.S.A.
</TABLE>
Page 8 of 13 Pages
Exhibit Index on Page 12
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<TABLE>
<CAPTION>
Name Position Principal Occupation
------------------------- -------------- --------------------
<S> <C> <C>
Emily Schoenbaum Vice President Student
5541 Gulf of Mexico Drive, #E and Trustee
Longboat Key, Florida 34228
Citizenship: U.S.A.
Dr. Robert E. Perkins Trustee Executive Director
1800 Second Street of charitable
Suite 905 foundations
Sarasota, Florida 34236
Citizenship: U.S.A.
</TABLE>
(iv) The Charitable Remainder Annuity Trust, of which Betty J. Schoenbaum
is the sole beneficiary, owns 200,000 shares of Common Stock. As the
beneficiary, Betty J. Schoenbaum shares voting control with One
Valley Bank, N.A., the Trustee. The principal business address of
One Valley Bank, N.A., a national banking association, is One Valley
Square, Charleston, West Virginia 25326.
Raymond D. Schoenbaum has sole power to vote, or to direct the vote of,
272,311 shares of Common Stock, and to dispose, or to direct the disposition of,
272,311 shares of Common Stock. Raymond D. Schoenbaum also has shared power to
vote, or to direct the vote of, 235,750 shares of Common Stock, and shared power
to dispose, or to direct the disposition of 235,750 shares of Common Stock.
These 508,061 shares are owned as follows:
(i) Raymond D. Schoenbaum individually owns 261,000 shares.
(ii) The Raymond D. Schoenbaum Trust owns 200,000 shares over which
the trustees, Raymond D. Schoenbaum and Chase Manhattan Bank
Delaware, share voting and dispositive power. The principal
business address of Chase Manhattan Bank Delaware, a Delaware
banking corporation, is 1201 Market Street, Wilmington, Delaware
19801.
(iii) The Schoenbaum Family Foundation owns 35,750 shares. Raymond D.
Schoenbaum is a Vice President and trustee of the Schoenbaum
Family Foundation and may be deemed to share voting and
dispositive power with the other officers and trustees.
(iv) The remaining 11,061 shares are held in custodial accounts for
the children of Raymond D. Schoenbaum over which Raymond D.
Schoenbaum is the custodian and has sole voting and dispositive
power.
Raymond D. Schoenbaum disclaims beneficial ownership of 8,407 shares of Common
Stock which are beneficially owned by his wife, Susan R. Schoenbaum.
(c) The Betty Schoenbaum Revocable Trust acquired 60,000 shares of Common
Stock for cash on the open market on April 4, 1997 at a price of $4.75 per
share. Raymond D. Schoenbaum acquired 100,000 shares of Common Stock for cash
on the open market on March 18, 1997 at a price of $5.25 per share. Except as
indicated herein, no transactions in the Common Stock have been effected by any
of the Reporting Persons during the 60 days preceding the date of this Schedule
13D.
(d) Except as indicated herein, 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, the securities described above.
Page 9 of 13 Pages
Exhibit Index on Page 12
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be filed as Exhibits.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
Page 10 of 13 Pages
Exhibit Index on Page 12
<PAGE>
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: April 25, 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 11 of 13 Pages
Exhibit Index on Page 12
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
Page 12 of 13 Pages
Exhibit Index on Page 12
<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 13 of 13 Pages
Exhibit Index on Page 12
