LETTER OF TRANSMITTAL AND CONSENT
To Tender and Consent in Respect
of
8-1/4% Convertible Subordinated Debentures Due 2002
CUSIP No. 872623 AA 1
of
SHONEY'S, INC.
Pursuant to the Purchase Offer and Consent Solicitation Statement
Dated July 18, 2000
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Mail, Overnight Courier or Hand:
101 Barclay Street
Floor 7 East
New York, New York 10286
Attn: Reorganization Section, Kin Lau
By Facsimile for Eligible Institutions: (212) 815-6339
To Confirm by Telephone: (212) 815-3750
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THIS OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 14,
2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES (AND
NOT HAVE WITHDRAWN SUCH DEBENTURES) AND PROVIDE CORRESPONDING CONSENTS TO THE
PROPOSED AMENDMENTS (AND NOT HAVE REVOKED SUCH CONSENTS) ON OR PRIOR TO THE
EXPIRATION DATE TO RECEIVE THE TENDER OFFER AND CONSENT CONSIDERATION.
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DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FAX NUMBER
OTHER THAN AS LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE THE MEANING
ASCRIBED TO THEM IN THE PURCHASE OFFER AND CONSENT SOLICITATION STATEMENT
DATED JULY 18, 2000 (AS THE SAME MAY BE SUPPLEMENTED, MODIFIED OR AMENDED
FROM TIME TO TIME, THE "STATEMENT") OF SHONEY'S, INC., A TENNESSEE
CORPORATION (THE "COMPANY").
By execution hereof, the undersigned acknowledges receipt of the
Statement and this Letter of Transmittal and Consent and instructions thereto
(the "Letter of Transmittal and Consent"), which together constitute (i) the
offer to purchase (the "Offer") by the Company for all its outstanding 8-1/4%
Convertible Subordinated Debentures due 2002 (the "Debentures"), originally
issued by TPI Enterprises, Inc. and subsequently assumed
by the Company, upon the terms and subject to the conditions set forth in
the Statement, and (ii) the Company's solicitation (the "Solicitation") of
consents (the "Consents") from holders of the Debentures (each, a "Holder"
and, collectively, the "Holders") to certain proposed amendments described
in the Statement (the "Proposed Amendments") to the Indenture dated as of
July 15, 1992, as amended by a First Supplemental Indenture dated as of
September 6, 1996 between and among the Company (as successor to TPI
Enterprises, Inc.), TPI Restaurants, Inc., as guarantor (the "Guarantor"),
and The Bank of New York, as trustee (the "Trustee"), pursuant to which the
Debentures were issued (the "Indenture"). Holders who tender Debentures
pursuant to the Offer are obligated to consent to the Proposed Amendments.
The Offer is conditioned on, among other things, the receipt of the
requisite number of Consents at or prior to 11:59 P.M., New York City time,
on the Expiration Date and such Consents having not been revoked as more
fully described in the Statement under the caption "The Tender Offers and
Consent Solicitations-Terms and -Conditions." The Company reserves the right
to waive any one or more of the conditions to the Offer. A Supplemental
Indenture will be executed upon the satisfaction of the Consent Condition
and, upon such execution, the Supplemental Indenture will become effective.
The Supplemental Indenture will provide that the Proposed Amendments will not
become operative unless and until validly tendered Debentures are purchased
pursuant to the Offer. If the Offer is terminated or withdrawn, or if no
Debentures are purchased pursuant to the Offer for any reason, then the
Proposed Amendments contained in the Supplemental Indenture will not become
operative. The Statement enclosed herewith contains a more complete
description of the Offer and related solicitation of Consents and the
conditions thereof.
THE INSTRUCTIONS CONTAINED HEREIN AND IN THE STATEMENT (AS DEFINED
BELOW) SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND CONSENT
IS COMPLETED.
This Letter of Transmittal and Consent is to be completed by a Holder if
(i) certificates representing Debentures are to be physically delivered to
the Depositary herewith by such Holder or (ii) tender of Debentures is to be
made by book-entry transfer to the Depositary's account at DTC pursuant to
the procedures set forth under the caption "The Tender Offers and Consent
Solicitations--Book-Entry Delivery of the Notes" in the Statement and
instructions are not being transmitted through the DTC Automated Tender Offer
Program ("ATOP").
Holders of Debentures who are tendering by book-entry transfer to the
Depositary's account at DTC can execute their tender through ATOP. DTC
participants that are accepting the Offer may transmit their acceptance to
DTC, which will verify the acceptance and execute a book-entry delivery to
the Depositary's account at DTC. DTC will then send an Agent's Message to
the Depositary for its acceptance. Delivery of the Agent's Message by DTC
will satisfy the terms of the Offer in lieu of execution and delivery of a
Letter of Transmittal and Consent by the participant identified in the
Agent's Message. ACCORDINGLY, THIS LETTER OF TRANSMITTAL AND CONSENT NEED NOT
BE COMPLETED BY A HOLDER TENDERING THROUGH ATOP.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal and Consent must be
followed. Questions and requests for assistance or for additional copies of
the Statement, this Letter of Transmittal and Consent and the Notice of
Guaranteed Delivery and Consent may be directed to the Information Agent.
See Instruction 12 below.
2
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TENDER OF DEBENTURES AND CONSENT TO AMENDMENTS
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[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED DEBENTURES ARE
ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_______________________________________________
Account Number:______________________________________________________________
Transaction Code Number:_____________________________________________________
[ ] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND CONSENT PREVIOUSLY DELIVERED TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):________________________________________________
Window Ticket No. (if any):__________________________________________________
Date of Execution of Notice of Guaranteed Delivery and Consent:______________
Name of Eligible Institution that Guaranteed Delivery:_______________________
If Delivered by Book-Entry Transfer:
Name of Tendering Institution:__________________________________________
Account Number with DTC:________________________________________________
Transaction Code Number:________________________________________________
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HOLDERS WHO TENDER DEBENTURES IN THE OFFER ARE OBLIGATED TO CONSENT TO THE
PROPOSED AMENDMENTS. DELIVERY OF DEBENTURES BY BOOK-ENTRY TRANSFER OR
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND CONSENT WILL BE DEEMED TO
CONSTITUTE A CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO SUCH
DEBENTURES TENDERED.
3
List below the Debentures to which this Letter of Transmittal and Consent
relates. If the space provided is inadequate, list the certificate numbers
and principal amounts on a separately executed schedule and affix the
schedule to this Letter of Transmittal and Consent. Tenders of Debentures
will be accepted only in principal amounts equal to $1,000 or integral
multiples thereof. No alternative, conditional or contingent tenders will be
accepted.
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DESCRIPTION OF DEBENTURES
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NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) OR NAME OF
DTC PARTICIPANT AND PARTICIPANT'S AGGREGATE PRINCIPAL AMOUNT
DTC ACCOUNT NUMBER IN WHICH PRINCIPAL TENDERED AND
DEBENTURES ARE HELD CERTIFICATE AMOUNT AS TO WHICH
(PLEASE FILL IN BLANK) NUMBER(S)* REPRESENTED CONSENTS ARE GIVEN**
____________________________________________________________________________________________________________
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TOTAL PRINCIPAL AMOUNT OF DEBENTURES
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* Need not be completed by Holders tendering by book-entry transfer.
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**Unless otherwise specified, it will be assumed that the entire aggregate principal amount represented by the
Debentures described above is being tendered and a Consent with respect thereto will be given. A tendering
Holder is required to Consent to the Proposed Amendments with respect to all Debentures tendered by such
Holder.
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</TABLE>
The name(s) and address(es) of the registered Holder(s) should be
printed, if not already printed above, exactly as they appear on the
certificates representing Debentures tendered hereby.
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Shoney's, Inc. (the "Company"), upon
the terms and subject to the conditions set forth in its Purchase Offer and
Consent Solicitation Statement dated July 18, 2000 (the "Statement"),
receipt of which is hereby acknowledged, and in accordance with this Letter
of Transmittal and Consent, the principal amount of Debentures indicated in
the table above entitled "Description of Debentures" under the column heading
"Principal Amount Tendered and as to Which Consents are Given" (or, if
nothing is indicated therein, with respect to the entire aggregate principal
amount represented by the Debentures described in such table) and consents to
the Proposed Amendments with respect to the aggregate principal amount of
such Debentures. The undersigned acknowledges and agrees that the tender of
Debentures made hereby may not be withdrawn (nor may the Consent made hereby
be revoked) except in accordance with the procedures set forth in the
Statement. Terms used herein and not defined herein shall have the meanings
ascribed to them in the Statement.
Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of Debentures tendered herewith in
accordance with the terms and subject to the conditions of the Offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company, all right, title and interest in and to all of the Debentures
tendered hereby. The undersigned hereby irrevocably constitutes and appoints
the Depositary the true and lawful agent and attorney-in-fact of the
undersigned (with full knowledge that the Depositary also acts as the agent
of the Company) with respect to such Debentures, with full powers of
substitution and revocation (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) present such Debentures
and all evidences of transfer and authenticity to, or transfer ownership of
such Debentures on the account books maintained by DTC to, or upon the order
of, the Company, (ii) present such Debentures for transfer of ownership on
the books of the Company, (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Debentures, and (iv) deliver to
the Company and the Trustee this Letter of Transmittal and Consent as
evidence of the undersigned's consent to the Proposed Amendments and as
certification that the Consent Condition has been satisfied, all in
accordance with the terms and conditions of the Offer as described in the
Statement.
The undersigned acknowledges and agrees that, by the execution and
delivery hereof, the undersigned is consenting to the Proposed Amendments
(with respect to the principal amount of Debentures tendered hereby) as
permitted by the Indenture relating to the Debentures and hereby also
consents to the execution of the Supplemental Indenture effecting such
Proposed Amendments. The undersigned acknowledges and agrees that the Consent
provided hereby shall remain in full force and effect unless and until such
Consent is revoked in accordance with the procedures set forth in the
Statement and that after the Trustee receives notice from the Company of
satisfaction of the Consent Condition in accordance with the Indenture and
the Supplemental Indenture is executed, such Consent may not be revoked (and
agrees that it will not attempt to do so).
If the undersigned is not the registered Holder of the Debentures listed
in the box above labeled "Description of Debentures" under the column heading
"Principal Amount Tendered and as to Which Consents are Given" or such
registered Holder's legal representative or attorney-in-fact, then in order
to validly consent, the undersigned has obtained a properly completed
irrevocable proxy that authorizes the undersigned (or the undersigned's legal
representative or attorney-in-fact) to deliver a Consent in respect of such
Debentures on behalf of the Holder thereof, and such proxy is being delivered
with this Letter of Transmittal and Consent.
The undersigned acknowledges and agrees that a tender of Debentures
pursuant to any of the procedures described in the Statement and in the
instructions hereto and an acceptance of such Debentures by the Company will
constitute a binding agreement between the undersigned and the Company upon
the terms and subject to the conditions of the Offer. For purposes of the
Offer, the undersigned understands that validly tendered Debentures (or
defectively tendered Debentures with respect to which the Company has, or has
caused to be, waived such
5
defect) will be deemed to have been accepted if, as and when the Company
gives oral or written notice thereof to the Depositary. For purposes of the
Solicitation, Consents received by the Depositary will be deemed to have been
accepted if, as and when the Company gives written notice to the Trustee of
the receipt by the Depositary of at least a majority in aggregate principal
amount of the Debentures and a Supplemental Indenture is executed.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Debentures
tendered hereby and to give the Consent contained herein, and that when such
tendered Debentures are accepted for purchase and payment by the Company, the
Company will acquire good title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim
or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or by the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Debentures tendered hereby, to perfect the undersigned's Consent to the
Proposed Amendments or to complete the execution of the Supplemental
Indenture.
All authority conferred or agreed to be conferred by this Letter of
Transmittal and Consent shall not be affected by, and shall survive, the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators,
trustees in bankruptcy, personal and legal representatives, successors and
assigns of the undersigned.
The undersigned understands that, under certain circumstances and
subject to the certain conditions of the Offer (each of which the Company may
waive) set forth in the Statement, the Company may not be required to accept
for purchase any of the Debentures tendered (including any Debentures
tendered after the Expiration Date). Any Debentures not accepted for
purchase will be returned promptly to the undersigned at the address set
forth above unless otherwise indicated under "A. Special Issuance/Delivery
Instructions" below.
The undersigned understands that the delivery and surrender of the
Debentures is not effective, and the risk of loss of the Debentures does not
pass to the Depositary, until receipt by the Depositary of this Letter of
Transmittal and Consent, or a facsimile hereof, properly completed and duly
executed, together with all accompanying evidences of authority and any other
required documents in form satisfactory to the Company. All questions as to
the form of all documents and the validity (including time of receipt) and
acceptance of tenders and withdrawals of Debentures and deliveries and
revocations of Consents will be determined by the Company, in its sole
discretion, which determination shall be final and binding.
Unless otherwise indicated herein under "A. Special Issuance/Delivery
Instructions," the undersigned hereby request(s) that any Debentures
representing principal amounts not tendered or not accepted for purchase be
issued in the name(s) of, and delivered to, the undersigned (and in the case
of Debentures tendered by book-entry transfer, by credit to the account of
DTC). Unless otherwise indicated herein under "B. Special Payment
Instructions," the undersigned hereby request(s) that any checks for payment
to be made in respect of the Debentures tendered hereby in connection with
the Offer be issued to the order of, and delivered to, the undersigned.
In the event that the "A. Special Issuance/Delivery Instructions" box is
completed, the undersigned hereby request(s) that any Debentures representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, and be delivered to, the person(s) at the address(es) therein
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "A. Special Issuance/Delivery Instructions" box to transfer
any Debentures from the names of the registered holder(s) thereof if the
Company does not accept for purchase any of the principal amount of such
Debentures so tendered. In the event that the "B. Special Payment
Instructions" box is completed, the undersigned hereby request(s) that
payment to be made in respect of the Debentures tendered hereby be issued in
the name(s) of, and be delivered to, the person(s) at the address(es) therein
indicated.
6
<TABLE>
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[ A. SPECIAL ISSUANCE/DELIVERY ] [ B. SPECIAL PAYMENT ]
[ INSTRUCTIONS ] [ INSTRUCTIONS ]
[ (See Instructions 3, 4, 7 and 9) ] [ (See Instruction 9) ]
[_____________________________________________ ] [ ________________________________________________ ]
[ To be completed ONLY if Debentures in a ] [ To be completed ONLY if payment is to be made ]
[ principal amount not tendered or not ] [ in the name of someone other than the ]
[ accepted for purchase are to be issued in ] [ person(s) whose signature(s) appear(s) within ]
[ the name of someone other than the person(s) ] [ this Letter of Transmittal and Consent or ]
[ whose signature(s) appear(s) within this ] [ sent to an address different from that shown ]
[ Letter of Transmittal and Consent or sent to ] [ in the box entitled "Description of Debentures" ]
[ an address different from that shown in the ] [ within this Letter of Transmittal and Consent. ]
[ box entitled "Description of Debentures" ] [ ]
[ within this Letter of Transmittal and Consent,] [ Name_______________________________________ ]
[ or if the Debentures tendered by book-entry ] [ (Please Print) ]
[ transfer that are not accepted for purchase ] [ ]
[ are to be credited to an account maintained at] [ Address____________________________________ ]
[ DTC other than the one designated above. ] [ ]
[ ] [ ]
[ ] [ ___________________________________________ ]
[ Name________________________________________ ] [ (Zip Code) ]
[ (Please Print) ] [ ]
[ ] [ ___________________________________________ ]
[ Address_____________________________________ ] [ (Tax Identification or Social ]
[ ] [ Security Number) ]
[ ____________________________________________ ] [ ]
[ (Zip Code) ] [ ___________________________________________ ]
[ ] [ (See Substitute Form W-9 herein) ]
[ ____________________________________________ ] [ ]
[(Tax Identification or Social Security Number) ] [ ]
[ (See Substitute Form W-9 herein) ] ---------------------------------------------------
[ ]
[ Credit unpurchased Debentures by book-entry ]
[ transfer to the DTC account set forth below: ]
[ ]
[ ____________________________________________ ]
[ PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN ]
[ ]
[ ]
[ SIGNATURE GUARANTEE (See Instruction 3 below) ]
[ Certain Signatures Must be Guaranteed by a ]
[ Medallion Signature Guarantor. ]
[ ]
[ ]
[ ____________________________________________ ]
[ (Name of Medallion Signature Guarantor) ]
[ ]
[ ____________________________________________ ]
[ ]
[ ____________________________________________ ]
[ ]
[ ____________________________________________ ]
[ (Address, including Zip Code, and Telephone ]
[ Number, including Area Code, of Firm) ]
[ ]
[ ____________________________________________ ]
[ (Authorized Signature) ]
[ ]
[ ____________________________________________ ]
[ (Printed Name) ]
------------------------------------------------
</TABLE>
7
<TABLE>
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PLEASE SIGN HERE
(To be completed by all tendering Holders of Debentures regardless of whether Debentures are
being physically delivered herewith, unless an Agent's Message is delivered in connection
with a book-entry transfer of such Debenture)
By completing, executing and delivering this Letter of Transmittal and Consent, the undersigned hereby
tenders, and consents to the Proposed Amendments (and to the execution of the Supplemental Indenture effecting
the Proposed Amendments) with respect to, the principal amount of the Debentures listed in the box above labeled
"Description of Debentures" under the column heading "Principal Amount Tendered as to Which Consents are Given"
(or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the
Debentures described in such box).
This Letter of Transmittal and Consent must be signed by the registered Holder(s) exactly as the name(s)
appear(s) on certificate(s) representing Debentures or, if tendered by a participant in DTC, exactly as such
participant's name appears on a security position listing as the owner of such Debentures. If signature is by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting
in a fiduciary or representative capacity, please set forth the full title and see Instruction 4.
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Signature(s) of Registered Holder(s) or Authorized Signatory
(See guarantee requirement below)
Dated________________________________________________________________________________________________________
Name(s)______________________________________________________________________________________________________
(Please Print)
Capacity_____________________________________________________________________________________________________
Address______________________________________________________________________________________________________
(Zip Code)
Area Code and
Telephone Number_____________________________________________________________________________________________
Tax Identification or
Social Security Number_______________________________________________________________________________________
COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
Medallion Signature Guarantee
(If Required--See Instructions 3 and 4)
Authorized
Signature____________________________________________________________________________________________________
Print Name
And Title____________________________________________________________________________________________________
Name of Firm ________________________________________________________________________________________________
[Place Seal Here]
Address (including zip code) and
Telephone Number (including area code)_______________________________________________________________________
Dated________________________________________________________________________________________________________
</TABLE>
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT AND DEBENTURES OR
BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES; WITHDRAWAL OF
TENDER. To tender Debentures in the Offer and to deliver Consents in the
Solicitation, physical delivery of the Debentures or a confirmation of any
book-entry transfer into the Depositary's account with DTC of Debentures
tendered electronically, as well as a properly completed and duly executed
copy (or facsimile) of this Letter of Transmittal and Consent with any
required signature guarantees (or Agent's Message (as defined below) in
connection with a book-entry transfer), and any other documents required by
this Letter of Transmittal and Consent, must be received by the Depositary at
its address set forth herein at or prior to 11:59 P.M., New York City time,
on the Expiration Date. The method of delivery of this Letter of Transmittal
and Consent, Debentures and all other required documents to the Depositary is
at the election and risk of tendering Holders. If such delivery is by mail,
it is suggested that Holders use properly insured registered mail, return
receipt requested, and that the mailing be made sufficiently in advance of
the Expiration Date to permit delivery to the Depositary at or prior to such
time. Except as otherwise provided below, the delivery will be deemed made
when actually received or confirmed by the Depositary. This Letter of
Transmittal and Consent and Debentures should be sent only to the Depositary
and not to the Company, the Trustee, the Dealer Manager or the Information
Agent.
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Depositary and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgement from the
participant in DTC tendering the Debentures, that such participant has
received and agrees to be bound by the terms of this Letter of Transmittal
and Consent and the Company may enforce such agreement against the
participant.
If, prior to the Expiration Date, Holders desire to tender Debentures
pursuant to the Offer and (i) such Debentures are not lost, but are not
immediately available, (ii) time will not permit this Letter of Transmittal
and Consent, such Debentures or other required documents to reach the
Depositary at or prior to 11:59 P.M., New York City time, on the Expiration
Date or (iii) the procedures for book-entry transfer cannot be completed at
or prior to 11:59 P.M., New York City time, on the Expiration Date, such
Holders may effect a tender of such Debentures and delivery of Consents to
the Proposed Amendments in accordance with the guaranteed delivery procedures
set forth in the Statement under the caption "The Tender Offers and the
Consent Solicitations--Guaranteed Delivery."
Pursuant to the guaranteed delivery procedures:
(a) such tender must be made by or through an Eligible Institution
(defined as an institution that is a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or is a commercial
bank or trust company having an office in the United States);
(b) at or prior to 11:59 P.M., New York City time, on the Expiration
Date, the Depositary must have received from such Eligible Institution, at
the address of the Depositary set forth herein, a properly completed and duly
executed Notice of Guaranteed Delivery and Consent (by mail, hand delivery or
facsimile), substantially in the form provided by the Company, setting forth
the name(s) and address(es) of the Holder(s), a description of the Debentures
and the principal amount of Debentures being tendered and with respect to
which a Consent is being delivered and stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading
days after the date of the Notice of Guaranteed Delivery and Consent, a
properly completed and duly executed Letter of Transmittal and Consent, or a
facsimile thereof, with any required signature guarantees, or an Agent's
Message, together with the Debentures (or confirmation of book-entry transfer
of such Debentures into the Depositary's account with DTC as described above)
and any other documents required by this Letter of
9
Transmittal and Consent and the instructions hereto will be deposited by such
Eligible Institution with the Depositary; and
(c) this Letter of Transmittal and Consent, or facsimile hereof,
properly completed and duly executed with any required signature guarantees,
or an Agent's Message, and all physically delivered Debentures in proper form
(or confirmation of book-entry transfer of such Debentures into the
Depositary's account with DTC as described above, including an Agent's
Message in connection therewith) and all other required documents must be
received by the Depositary within three New York Stock Exchange trading days
after the date of the Notice of Guaranteed Delivery and Consent.
Tenders of Debentures may be withdrawn at any time prior to the
Expiration Date and unless accepted by the Company, any time after 40
business days after the date of the Statement by written notice of withdrawal
received by the Depositary, delivery by mail, facsimile or hand delivery,
which notice must be received by the Depositary at its address set forth
herein at or prior to 11:59 P.M., New York City time, on the Expiration Date.
To be effective, notice of withdrawal of tendered Debentures must (i) be
received by the Depositary at or prior to 11:59 P.M., New York City time, on
the Expiration Date at its address set forth herein, (ii) describe the
Debentures to be withdrawn, (iii) specify the name of the person who
deposited the Debentures to be withdrawn (the "Depositor"), the name in which
the Debentures are registered (or, if tendered by book entry transfer, the
name of the participant in DTC whose name appears on a security position
listing as the owner of such Debentures) if different from that of the
Depositor, (iv) contain the certificate numbers shown on the Debentures, (v)
state the principal amount of Debentures to be withdrawn and (vi) be signed
by the Holder in the same manner as the original signature on this Letter of
Transmittal and Consent (including any required signature guarantee(s)) or be
accompanied by evidence satisfactory to the Company that the person
withdrawing the tender has succeeded to the beneficial ownership of the
Debentures. If Debentures have been delivered or otherwise identified
(through confirmation of book-entry transfer of such Debentures) to the
Depositary, the name of the Holder and the Debentures withdrawn must also be
furnished to the Depositary as aforesaid prior to the physical release of the
withdrawn Debentures (or, in the case of Debentures transferred by book-entry
transfer, the name and number of the account at DTC to be credited with
withdrawn Debentures).
2. CONSENT TO PROPOSED AMENDMENTS; REVOCATION OF CONSENTS. In
accordance with the Statement, all properly completed and executed Letters of
Transmittal and Consents consenting to the Proposed Amendments that are
received by the Depositary at or prior to 11:59 P.M., New York City time, on
the Expiration Date will be counted as Consents with respect to the Proposed
Amendments unless the Depositary receives, prior to execution of the
Supplemental Indenture, a written notice of revocation of such Consents as
described in the Statement. To revoke a Consent, a Holder must withdraw the
corresponding tendered Debentures in the manner set forth above
3. SIGNATURE GUARANTEES. No signature guarantee is required if: (i)
this Letter of Transmittal and Consent is signed by the registered holder(s)
of the Debentures tendered herewith (or by a participant in DTC whose name
appears on a security position listing as the owner of Debentures) and the
payments for the Debentures to be purchased and Consents given, or any
Debentures for principal amounts not tendered or not accepted for purchase
are to be issued, directly to such registered holder(s), (or, if signed by a
participant in DTC, and Debentures for principal amounts not tendered or not
accepted for purchase are to be credited to such participant's account at
DTC) and the "A. Special Issuance/Delivery Instructions" box of this Letter
of Transmittal and Consent has not been completed; or (ii) such Debentures
are tendered for the account of an Eligible Institution. In all other cases,
all signatures on Letters of Transmittal and Consents accompanying Debentures
must be guaranteed by a Medallion Signature Guarantor (defined as a
recognized participant in the Securities Transfer Agents Medallion Program).
4. SIGNATURES ON LETTER OF TRANSMITTAL AND CONSENT, INSTRUMENTS OF
TRANSFER AND ENDORSEMENTS. If this Letter of Transmittal and Consent is
signed by the registered Holder(s) of the Debentures tendered hereby, the
signature(s) must correspond with the name(s) as written on the face of the
certificate(s) without alteration, enlargement or any change whatsoever. If
this Letter of Transmittal and Consent is signed by a participant in
10
DTC whose name is shown on a security position listing as the owner of the
Debentures tendered hereby, the signature must correspond with the name shown
on the security position listing as the owner of such Debentures.
If any of the Debentures tendered hereby are registered in the name of
two or more Holders, all such Holders must sign this Letter of Transmittal
and Consent. If any of the Debentures tendered hereby are registered in
different names on several certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal and Consent as there
are different registrations of certificates.
If this Letter of Transmittal and Consent or any Debentures or
instrument of transfer is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the Company of
such person's authority to so act must be submitted.
When this Letter of Transmittal and Consent is signed by the registered
Holders of the Debentures tendered hereby, no endorsements of Debentures or
separate instruments of transfer are required unless payment is to be made,
or Debentures not tendered or purchased are to be issued, to a person other
than the registered Holders, in which case signatures on such Debentures or
instruments of transfer must be guaranteed by a Medallion Signature
Guarantor.
IF THIS LETTER OF TRANSMITTAL AND CONSENT IS SIGNED OTHER THAN BY THE
REGISTERED HOLDERS OF THE DEBENTURES TENDERED HEREBY, SUCH DEBENTURES MUST BE
ENDORSED OR ACCOMPANIED BY APPROPRIATE INSTRUMENTS OF TRANSFER, AND A DULY
COMPLETED PROXY ENTITLING THE SIGNER TO CONSENT WITH RESPECT TO SUCH
DEBENTURES ON BEHALF OF SUCH REGISTERED HOLDERS, IN ANY CASE SIGNED EXACTLY
AS THE NAME OR NAMES OF THE REGISTERED HOLDERS APPEAR ON THE DEBENTURES AND
SIGNATURES ON SUCH DEBENTURES OR INSTRUMENTS OF TRANSFER AND PROXY ARE
REQUIRED AND MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR, UNLESS
THE SIGNATURE IS THAT OF AN ELIGIBLE INSTITUTION.
5. DELIVERY OF LETTER OF TRANSMITTAL AND CONSENT AND DEBENTURE
CERTIFICATES. This Letter of Transmittal and Consent is to be used if (i)
certificates evidencing Debentures are to be forwarded herewith or (ii)
Debentures are to be delivered by book-entry transfer pursuant to the
procedure set forth under the caption "The Tender Offers and Consent
Solicitations-Book-Entry Delivery of the Notes." Certificates evidencing all
physically tendered Debentures, or a confirmation of a book-entry transfer
into the Depositary's account at DTC of all Debentures delivered by book-
entry transfer as well as a properly completed and duly executed Letter of
Transmittal and Consent (or facsimile thereof) with any required signature
guarantees and any other documents requested by this Letter of Transmittal
and Consent, must be received by the Depositary at its address set forth
herein, prior to 11:59 P.M. New York City time on the Expiration Date. If
certificates evidencing Debentures are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal and Consent must accompany each such delivery.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal and Consent (or
a manually signed facsimile hereof), waive any right to receive any notice of
the acceptance of their Debentures for purchase.
6. INADEQUATE SPACE. If the space provided under "Description of
Debentures" is inadequate, the information should be continued on a separate
signed list and attached to this Letter of Transmittal and Consent.
7. PARTIAL TENDERS AND UNPURCHASED DEBENTURES (NOT APPLICABLE TO
HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If only a portion (in an
integral portion of $1,000 only) of the principal amount of any Debenture is
to be tendered, fill in the portion of the principal amount of such Debenture
to be tendered in the column entitled "Principal Amount Tendered and as to
Which Consents are Given." If the tendered portion of the Debenture so
tendered is purchased, the Debenture will be split into two Debentures (in
denominations of $1,000 or an integral multiple thereof), the aggregate
principal amount of which will equal the principal amount of such original
Debenture. The Depositary will then return to the tendering Holder a new
Debenture, in the principal
11
amount of the portion of such original Debenture not tendered and purchased,
unless otherwise specified in the "A. Special Issuance/Delivery Instructions"
box in this Letter of Transmittal and Consent. The entire principal amount
evidenced by a certificate for Debentures will be deemed tendered unless
otherwise indicated.
8. TRANSFER TAXES. Except as set forth in this Instruction 8, the
Company will pay or cause to be paid any transfer taxes with respect to the
transfer and sale of Debentures to it, or to its order, pursuant to the
Offer. If payment is to be made to, or if Debentures not tendered or
purchased are to be registered in the name of, any persons other than the
registered owners, or if tendered Debentures are registered in the name of
any persons other than the persons signing this Letter of Transmittal and
Consent, the amount of any transfer taxes (whether imposed on the registered
Holder or such other person) payable on account of the transfer to such other
person will be deducted from the payment unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If payment for any
Debentures tendered hereby is to be made, or certificates evidencing
Debentures not tendered or not purchased is (are) to be issued, in the name
of a person other than the person(s) signing this Letter of Transmittal and
Consent or if payment in the name of the person(s) signing this Letter of
Transmittal and Consent or any such certificate is to be sent to someone
other than the person(s) signing this Letter of Transmittal and Consent or to
the person(s) signing this Letter of Transmittal and Consent but at an
address other than that shown in the box entitled "Description of Debentures"
on this Letter of Transmittal and Consent, the appropriate boxes captioned
"A. Special Issuance/Delivery Instructions" and "B. Special Payment
Instructions" on this Letter of Transmittal and Consent must be completed.
10. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the validity, form, eligibility (including time of
receipt), acceptance for payment and withdrawal of any tender of Debentures
and its determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any and all tenders of Debentures
determined by it not to be in the proper form or the acceptance of or payment
for which may be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer or any defect or irregularity in the
tender of any particular Debentures, whether or not similar conditions,
defects or irregularities are waived in the case of other tendered
Debentures, and the Company's interpretation of the terms and conditions of
the Offer (including these instructions) shall be final and binding on all
parties. No tender of Debentures will be deemed to be validly made until all
defects and irregularities have been cured or waived. Unless waived, all
defects or irregularities in connection with tenders must be cured within
such time as the Company shall determine. None of the Company, the Dealer
Manager, the Depositary, the Information Agent nor any other person is or
will be obligated to give notice of defects or irregularities in tenders or
any notice of withdrawal, nor shall any of them incur any liability for
failure to give any such notice.
11. SUBSTITUTE FORM W-9. Each tendering Holder (or other payee) is
required to provide the Depositary with a correct taxpayer identification
number ("TIN"), generally the Holder's Social Security or federal employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided under "Important Tax Information" below, and to
certify that the Holder (or other payee) is not subject to backup
withholding. Failure to provide the information on the Substitute Form W-9
may subject the tendering Holder (or other payee) to a $50 penalty imposed by
the Internal Revenue Service and 31% federal income tax backup withholding on
any payment. The box in Part 3 of the Substitute Form W-9 may be checked if
the tendering Holder (or other payee) has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the
box in Part 3 is checked and the Depositary is not provided with a TIN by the
time of payment, the Depositary will withhold 31% on all such payments, if
any, until a TIN is provided to the Depositary.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance or additional copies of the Statement or this Letter
of Transmittal and Consent may be directed to the Information Agent at its
telephone number set forth on the last page hereof. A Holder may also contact
the Dealer Manager at
12
its telephone number set forth below or such Holder's broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
13. WAIVER OF CONDITIONS. The Company expressly reserves the absolute
right, in its sole discretion, to waive any of the conditions to the Offer or
the Solicitation in the case of any Debentures tendered and Consents
delivered, in whole or in part, at any time and from time to time.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a Holder whose tendered Debentures
are accepted for payment is required to provide the Depositary with such
Holder's current TIN on Substitute Form W-9 below, or, alternatively, to
establish another basis for an exemption from backup withholding. If such
Holder is an individual, the TIN is his or her Social Security number. If the
Depositary is not provided with the correct TIN, the Holder or other payee
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, any payment made to such Holder or other payee with respect to
Debentures purchased pursuant to the Offer may be subject to 31% backup
withholding tax.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that Holder must submit to the Depositary a properly
completed Internal Revenue Service Form W-8 (a "Form W-8"), signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-
8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any payment made to the Holder or other payee. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained
from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any payment made to a Holder or other
payee with respect to Debentures purchased pursuant to the Offer, the Holder
is required to notify the Depositary of the Holder's current TIN (or the TIN
of any other payee) by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such Holder is awaiting
a TIN), and that (i) the Holder is exempt from backup withholding, (ii) the
Holder has not been notified by the Internal Revenue Service that the Holder
is subject to backup withholding as a result of failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
Holder that the Holder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., Social
Security Number or Employer Identification Number) of the record owner of the
Debentures. If the Debentures are registered in more than one name or are not
registered in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for additional guidance on which number to report.
13
<PAGE>
<TABLE>
<S><C>
------------------------------------------------------------------------------------------
PAYER'S NAME: SHONEY'S, INC.
------------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN ________________________
Form W-9 THE BOX AT RIGHT AND CERTIFY BY Social Security Number
SIGNING AND DATING BELOW.
OR
Department of the
Treasury ________________________
Internal Revenue Service Employer
Identification Number(s)
Part 2--Certification--Under Part 3--
of Perjury, I certify that: [ ] Awaiting TIN
(1) The number shown on this
form is my correct taxpayer
identification number (or I
am waiting for a number to be
used for me), and
Payer's Request for (2) I am not subject to backup
Taxpayer Identification withholding because: (a) I am
Number ("TIN") and exempt from backup withholding,
Certifications or (b) I have not been notified
by the Internal Revenue Service
(IRS) that I am subject to backup
withholding as a result of a
failure to report all interest and
dividends, or (c) the IRS has
notified me that I am no longer
subject to backup withholding.
Certification Instructions--You must cross out item (2) above
if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting
interest or dividends on your tax return.
Name___________________________________________________________
Address________________________________________________________
(zip code)
Signature__________________________Date________________________
------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31%
OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF THE SUBSTITUTE FORM W-9.
<TABLE>
<S><C>
------------------------------------------------------------------------------------------
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered
an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number to the
payer and that, if I do not provide my taxpayer identification number within
sixty days, such retained amounts shall be remitted to the IRS as backup
withholding.
Signature_____________________________________________Date__________________
------------------------------------------------------------------------------------------
</TABLE>
14
IMPORTANT: THIS LETTER OF TRANSMITTAL AND CONSENT (OR FACSIMILE THEREOF),
PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES AND CERTIFICATES RELATING TO THE DEBENTURES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE FOR HOLDERS WISHING TO TENDER
THEIR DEBENTURES AND CONSENT TO THE PROPOSED AMENDMENTS.
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Mail, Overnight Courier or Hand:
101 Barclay Street
Floor 7 East
New York, New York 10286
Attn: Reorganization Section, Kin Lau
By Facsimile for Eligible Institutions: (212) 815-6339
To Confirm by Telephone: (212) 815-3750
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Bankers and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (888) 242-8157
The Dealer Manager for the Offer is:
BANC OF AMERICA SECURITIES LLC
100 North Tryon Street, 7th Floor
Charlotte, North Carolina 28255
Attn: High Yield Special Products
Collect: (704) 388-4813
Toll Free: (888) 292-0070
15
