SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
SHONEY'S, INC.
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(Name of Subject Company (Issuer))
SHONEY'S, INC.
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(Name of Filing Person (Issuer))
LIQUID YIELD OPTION NOTES DUE 2004
(Zero Coupon - Subordinated)
8-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
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(Title of Classes of Securities)
825039 AC 4
872623 AA 1
(CUSIP Number of Classes of Securities)
V. Michael Payne Gary M. Brown
Senior Vice President and Controller Yopp & Sweeney, PLC
SHONEY'S, INC. Bank of America Plaza
1727 Elm Hill Pike 414 Union Street, Suite 1100
Nashville, Tennessee 37210 Nashville, Tennessee 37219
(615) 231-2332 (615) 313-3325
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(Name, Address and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
$ 80,000,000 *
* Pursuant to General Instruction D to Schedule TO, no filing fee is required.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ X ] issuer tender offer subject to Rule 13e-4.
[ X ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
INTRODUCTORY STATEMENT
This Issuer Tender Offer Statement on Schedule TO (the "Schedule TO") is
being filed with the Securities and Exchange Commission by Shoney's, Inc., a
Tennessee corporation (the "Company"), in connection with tender offers that
the Company intends to make for any and all of its Liquid Yield Option Notes
Due 2004 (Zero Coupon - Subordinated) (the "LYONs") and any and all of its
8-1/4% Convertible Subordinated Debentures Due 2002 (the "Debentures"). This
Schedule TO is intended to satisfy the reporting requirements of Rules
13e-4(c)(1) and 14d-2(b)(2) of the Securities Exchange Act of 1934, as
amended.
ITEM 12. EXHIBIT.
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(a)(5) Press Release, dated June 28, 2000
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and
correct.
SHONEY'S, INC.
By: *
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Title:________________________________
Date: June 28, 2000
* Pursuant to General Instruction D to Schedule TO, no signature is required.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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(a)(5) Press Release, dated June 28, 2000.
