<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. 10)*
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.
MR. C. WILLIAM BAXLEY
KING & SPALDING
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1763
JANUARY 8, 1998
-----------------
(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>
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
Exhibit Index on Page 10
<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
Exhibit Index on Page 10
<PAGE>
CUSIP NO. 825039100
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
JOANN SCHOENBAUM MILLER
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 17,603
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 35,750
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 17,603
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 35,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,353
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.11% (BASED ON 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4
Exhibit Index on Page 10
<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 48,568,109 SHARES OUTSTANDING ON JUNE 20, 1997)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5
Exhibit Index on Page 10
<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 6
Exhibit Index on Page 10
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION. This Item 4 is amended by adding the
following:
As of January 8, 1998, Shoney's, Inc., a Tennessee corporation (the
"Issuer"), Raymond D. Schoenbaum and Betty J. Schoenbaum entered into a
Termination Agreement (the "Termination Agreement") which terminates the
Settlement Agreement which the parties entered into as of August 10, 1997, as
amended as of November 11, 1997, except that the provisions relating to
indemnification were not terminated and shall continue in full force and effect.
The Termination Agreement is included as an Exhibit to this Schedule 13D and is
incorporated by reference herein.
Page 7
Exhibit Index on Page 10
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Reference is made to Item 4 for a description of the Termination
Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Termination Agreement dated as of January 8, 1998, by and among the Issuer,
and Raymond D. Schoenbaum and Betty J. Schoenbaum
Page 8
Exhibit Index on Page 10
<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: January 8, 1998
*
--------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
--------------------------
Raymond D. Schoenbaum
*
---------------------------
Joann Schoenbaum Miller
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 Joing Filing Agreement dated
July 25, 1997
Page 9
Exhibit Index on Page 10
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
2. Termination Agreement dated as of January 8, 1998,
by and among Shoney's, Inc., and Raymond D. Schoenbaum
and Betty J. Schoenbaum
Page 10
Exhibit Index on Page 10
<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 July, 1997.
/s/ Betty J. Schoenbaum
---------------------------
Betty J. Schoenbaum
/s/ Raymond D. Schoenbaum
---------------------------
Raymond D. Schoenbaum
/s/ Joann Schoenbaum Miller
---------------------------
Joann Schoenbaum Miller
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
Exhibit Index on Page 10
<PAGE>
EXHIBIT 2
TERMINATION AGREEMENT
This Termination Agreement (this "Termination Agreement") dated as of
January 8, 1998, among Shoney's, Inc., a Tennessee corporation (the "Company"),
and Raymond D. Schoenbaum, an individual resident of the State of Georgia, and
Betty J. Schoenbaum, an individual resident of the State of Florida.
WITNESSETH:
WHEREAS, the parties to this Termination Agreement are parties to a
Settlement Agreement dated as of August 10, 1997 and amended as of November 11,
1997 (as so amended, the "Settlement Agreement"); and
WHEREAS, each of the parties to this Termination Agreement has
determined that it is in such party's best interests to terminate the Settlement
Agreement, except to the extent provided herein, effective upon the execution
of this Agreement by all of the parties hereto.
NOW THEREFORE, in consideration of the premises and mutual promises
contained herein, the parties agree as follows:
A. Termination of Settlement Agreement. Except to the extent set
-----------------------------------
forth in Section B of this Termination Agreement, effective upon the execution
of this Agreement by all of the parties hereto, the Settlement Agreement is
hereby terminated by the mutual agreement of the Company, Raymond D. Schoenbaum
and Betty J. Schoenbaum.
B. Surviving Provisions. Notwithstanding the provisions of Section
--------------------
A of this Termination Agreement, Sections 3 and 8 of the Settlement Agreement
(the "Surviving Provisions") shall not be terminated and shall continue in full
force and effect.
C. Miscellaneous
-------------
(a) Each of the parties agrees that it will not avoid or
seek to avoid the observance or performance of any of the terms hereof or of the
Surviving Provisions (whether by alleging in any court that one or more of the
provisions of this Termination Agreement or the Surviving Provisions is invalid
or unenforceable, or otherwise), but will act at all times in good faith to
assist in the carrying out of all such terms, and each of the parties hereby
irrevocably waives any claim that any provision hereunder or in the Surviving
Provisions may be invalid or unenforceable and agrees not to contend to the
contrary. In addition, each of the parties agrees that it will use all
reasonable efforts to defend against any claim by a third party that any of the
provisions of this Termination Agreement or the Surviving Provisions is invalid
or unenforceable.
(b) Each of the parties acknowledges and agrees that
irreparable injury to the other parties hereto would occur if any of the
provisions of this Termination Agreement or the Surviving Provisions were not
performed in accordance with their specific terms or were otherwise breached and
that such injury would not be compensable in money damages. It is accordingly
agreed that each party hereto (the "Moving Party") shall be entitled to specific
<PAGE>
enforcement of the terms hereof and the Surviving Provisions and injunctive or
other equitable relief as a remedy for such nonperformance or breach, and each
party further waives any requirement for the securing or posting of any bond in
connection with such remedy. The other parties hereto will not take action,
directly or indirectly, in opposition to the Moving Party seeking such relief on
the grounds that any other remedy or relief is available at law or in equity.
The remedies for which this Section provides shall not be deemed to be the
exclusive remedies for breach of this Termination Agreement or the Surviving
Provisions, but shall be in addition to all other remedies available at law or
equity.
(c) If any term, provision, covenant or restriction of this Termination
Agreement or the Surviving Provisions is held by a court of competent
jurisdiction to be illegal, invalid, void or unenforceable, the parties agree
that such provision, covenant or restriction will be enforced to the maximum
extent permissible so as to effect the intent of the parties, and the legality,
validity and enforceability of the remaining provisions of this Termination
Agreement or the Surviving Provisions shall not in any way be affected or
impaired thereby. The parties will negotiate in good faith to amend this
Termination Agreement and the Surviving Provisions to replace the unenforceable
language with enforceable language which as closely as possible reflects such
intent.
(d) Any waiver by any party hereto of a breach of any provision of this
Termination Agreement or the Surviving Provisions shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach
of any other provision of this Termination Agreement or the Surviving
Provisions. The failure of a party hereto to insist upon strict adherence to any
term of this Termination Agreement or the Surviving Provisions on one or more
occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Termination Agreement or the Surviving Provisions.
(e) This Termination Agreement and the Surviving Provisions contain the
entire understanding of the parties hereto with respect to their subject
matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings other than those expressly set forth
herein and in the Surviving Provisions. This Termination Agreement and the
Surviving Provisions may be amended only by a written instrument duly executed
by the parties hereto.
(f) This Termination Agreement and the Surviving Provisions shall be
governed by and construed and enforced in accordance with the laws of Tennessee,
without reference to the conflict of laws principles thereof.
(g) This Termination Agreement may be executed in counterparts, each of
which shall be an original, but each of which together shall constitute one and
the same Agreement.
-2-
<PAGE>
IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the
undersigned parties has executed or caused this Termination Agreement to be
executed on the date first above written.
SHONEY'S, INC.
By: /s/ J. Michael Bodnar
------------------------------
Name: J. Michael Bodnar
Title: Chief Executive Officer
/s/ Raymond D. Schoenbaum
----------------------------------
Raymond D. Schoenbaum
/s/ Betty J. Schoenbaum
----------------------------------
Betty J. Schoenbaum
-3-
