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FORM 8-A/A
AMENDMENT NO. 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHONEY'S, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-0799798
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1727 Elm Hill Pike, Nashville, Tennessee 37210
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration of
of a class of securities pursuant to a class of securities pursuant to Section
Section 12(b) of the Exchange Act and is 12(g) the Exchange Act and is effective
effective pursuant to General Instruction pursuant to General Instruction A.(d),
A.(c), please check the following box. ( ) please check the following box. ( )
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Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which
Title of Each Class to be Registered Each Class is to be Registered
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Rights to Purchase Common Stock New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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The undersigned registrant hereby amends the following items and exhibits or
other portions of its Registration Statement on Form 8-A as follows:
Item 1. Description of Registrant's Securities to be Registered
Item 1 is hereby amended by adding the following paragraph:
Effective April 20, 1998, Shoney's, Inc. (the "Company") amended (the
"Amendment No. 3 to Rights Agreement") the Amended and Restated Rights Agreement
dated as of May 25, 1994, as amended on April 18, 1995 and June 14, 1996 (the
"Existing Agreement"), between the Company and Harris Trust and Savings Bank, as
Rights Agent. Amendment No. 3 to Rights Agreement amends the definition of
Acquiring Person (i) to increase the beneficial ownership required to qualify as
an Acquiring Person from 10% to 20% or more of the outstanding shares of Common
Stock and (ii) to exclude from such definition the Company, any wholly-owned
Subsidiary of the Company and any employee stock ownership or other employee
benefit plan of the Company or a wholly-owned Subsidiary of the Company.
Item 2. Exhibits
1. Amended and Restated Rights Agreement, dated May 25, 1994,
between Shoney's, Inc. and Harris Trust and Savings Bank, as
Rights Agent, (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, filed June 9, 1994).
2. Amendment No.1 to the Amended and Restated Rights Agreement,
dated April 18, 1995, between Shoney's, Inc. and Harris
Trust and Savings Bank, as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Current Report on
Form 8-K, filed May 4, 1995).
3. Amendment No. 2 to the Amended and Restated Rights Agreement,
dated June 14, 1996, between Shoney's, Inc. and Harris Trust
and Savings Bank, as Rights Agent (incorporated by reference
to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q,
for the quarter ended May 12, 1996).
4. Amendment No. 3 to the Amended and Restated Rights Agreement,
dated April 20, 1998 between Shoney's, Inc. and Harris Trust
and Savings Bank, as Rights Agent.
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SHONEY'S, INC.
By: /s/ F.E. MCDANIEL, JR.
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Name: F.E. McDaniel, Jr.
Title: Chief Administrative Officer,
Secretary and General Counsel
Dated: April 20, 1998
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AMENDMENT NO. 3
Amendment No. 3 dated as of April 20, 1998, to the Amended and Restated
Rights Agreement, dated as of May 25, 1994 (the "Rights Agreement"), between
Shoney's, Inc., a Tennessee corporation (the "Company"), and Harris Trust and
Savings Bank, an Illinois banking corporation, as Rights Agent (the "Rights
Agent," which term shall include any successor Rights Agent under the Rights
Agreement).
WITNESSETH:
WHEREAS, on May 25, 1994, the Company and the Rights Agent entered into
the Rights Agreement;
WHEREAS, Section 5.4 of the Rights Agreement provides that the Company
may amend the Rights Agreement without the approval of any holders of Rights
Certificates with respect to matters which shall not adversely affect the
interests of such holders; and
WHEREAS, the Company and the Rights Agent wish to amend the Rights
Agreement and have determined that the amendment set forth below is desirable
and will not adversely affect the interests of such holders;
NOW, THEREFORE, for and in consideration of the premises, the Rights
Agreement is amended to read as follows:
1. The definition of "Acquiring Person" is amended to read as follows:
"Acquiring Person" shall mean any person who is a Beneficial
Owner of 20% of more of the outstanding shares of Common Stock;
provided, however, that the term "Acquiring Person" shall not
include (i) any Person who is the Beneficial Owner of 20% or more
of the outstanding shares of Common Stock on the date of this
Agreement or who shall become the Beneficial Owner of 20% or more
of the outstanding shares of Common Stock solely as a result of
an acquisition by the Company of shares of Common Stock, until
such time hereafter or thereafter as such Person shall become the
Beneficial Owner (other than by means of a stock dividend or stock
split) of any additional shares of Common Stock, (ii) any Person
who is the Beneficial Owner of 20% or more of the outstanding
shares of Common Stock but who acquired Beneficial Ownership of
shares of Common Stock without any plan or intention to seek or
affect control of the Company, if such Person promptly enters
into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power,
including voting, with respect to such shares), sufficient shares
of Common Stock (or securities convertible into, exchangeable into
or exercisable for Common Stock) so that such Person ceases to be
the Beneficial Owner of 20% or more of the outstanding shares of
Common Stock, or (iii) any Person who
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Beneficially Owns shares of the Common Stock consisting solely
of one or more of (A) shares of Common Stock Beneficially Owned
pursuant to the grant or exercise of an option granted to such
Person by the Company in connection with an agreement to merge
with, or acquire, the Company at a time at which there is no
Acquiring Person, (B) shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common
Stock), Beneficially Owned by such Person or its Affiliates or
Associates at the time of grant of such option or (C) shares of
Common Stock (or securities convertible into, exchangeable into
or exercisable for Common Stock) acquired by Affiliates or
Associates of such Person after the time of such grant which, in
the aggregate, amount to less than 1% of the outstanding shares
of Common Stock. In addition, the Company, any wholly-owned
Subsidiary of the Company and any employee stock ownership or other
employee benefit plan of the Company or a wholly-owned Subsidiary
of the Company shall not be an Acquiring Person.
IN WITNESS THEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed as of the date first above written.
SHONEY'S, INC.
By: F.E. MCDANIEL, JR.
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Name: F.E. McDaniel, Jr.
Title: Chief Administrative
Officer, Secretary and
General Counsel
HARRIS TRUST AND SAVINGS BANK
By: CAROL A. MCFARLAND
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Name: Carol A. McFarland
Title: Assistant Vice President
