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.
--------------
(Name of Subject Company (Issuer)
and Filing Person (Issuer))
LIQUID YIELD OPTION NOTES DUE 2004
(Zero Coupon - Subordinated)
and
8-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
---------------------------------------------------
(Title of Classes of Securities)
825039 AC 4
872623 AA 1
-----------
(CUSIP Numbers 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
---------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
-------------------------
Transaction Valuation(1) Amount of Filing Fee
$80,000,000 $16,000
(1) For purposes of calculating the filing fee pursuant to Rule 0-11 of
the Securities Exchange Act of 1934, the market value of the Liquid
Yield Option Notes Due 2004 (Zero Coupon - Subordinated) and the 8-
1/4% Convertible Subordinated Debentures Due 2002 proposed to be
acquired is based on the amount of cash to be paid for such
securities.
[ ] 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: Filing Party:
Form or Registration No.: Date Filed:
[ ] 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 "Statement")
is being filed with the Securities and Exchange Commission (the "Commission")
by Shoney's, Inc., a Tennessee corporation (the "Company"), in connection
with tender offers (each, a "Tender Offer" and, collectively, the "Tender
Offers") by the Company 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"). Copies of
the Purchase Offer and Consent Solicitation Statement (the "Offer to
Purchase") and the related Letters of Transmittal and Consent are attached
hereto as Exhibits (a)(1), (a)(2) and (a)(3), respectively. Pursuant to
General Instruction F to Schedule TO, information contained in the Offer to
Purchase is hereby incorporated by reference in the answers to items of this
Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under the caption
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information set forth in the Offer to Purchase
under the caption "The Company" is incorporated herein by reference.
(b) SECURITIES. The information set forth on the cover page of the Offer
to Purchase and in the Offer to Purchase under the caption
"Description of the Notes" is incorporated herein by reference.
(c) TRADING MARKET AND PRICE. The information set forth in the Offer to
Purchase under the captions "Description of the Notes - Market and
Trading Information" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This is an issuer tender offer and the Company is the only filing
person. The information set forth in response to Item 2(a) of this Statement
is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(A) MATERIAL TERMS.
(1) TENDER OFFERS
(i)-(ii)The information set forth on the cover of the Offer to
Purchase and in the Offer to Purchase under the caption "The
Tender Offers and Consent Solicitations - Purpose and -
Terms" is incorporated herein by reference.
(iii) The information set forth on the cover of the Offer to
Purchase and in the Offer to Purchase under the caption "The
Tender Offers and Consent Solicitations - Extension,
Amendment and Termination of Tender Offers" is incorporated
herein by reference.
(iv) Not applicable.
2
(v) The information set forth in the Offer to Purchase under the
caption "The Tender Offers and Consent Solicitations -
Extension, Amendment and Termination of Tender Offers" is
incorporated herein by reference.
(vi) The information set forth in the Offer to Purchase under the
caption "The Tender Offers and Consent Solicitations -
Withdrawal and Revocation Rights" is incorporated herein by
reference.
(vii) The information set forth in the Offer to Purchase under the
captions "The Tender Offers and Consent Solicitations -
Procedures for Tendering Notes and Delivering Consents, -
Withdrawal and Revocation Rights and - Acceptance for
Payment and Payment for the Notes" is incorporated herein by
reference.
(viii) The information set forth in the Offer to Purchase under the
caption "The Tender Offers and Consent Solicitations -
Acceptance for Payment and Payment for the Notes" is
incorporated herein by reference.
(ix) Not applicable.
(x) The information set forth in the Offer to Purchase under the
captions "Special Factors - Adverse Effect of Proposed
Amendments on Holders Who Do Not Tender" and "Proposed
Amendments to the Indentures" is incorporated herein by
reference.
(xi) Not applicable.
(xii) The information set forth in the Offer to Purchase under the
caption "Certain U.S. Federal Income Tax Consequences" is
incorporated herein by reference.
(2) MERGERS OR SIMILAR TRANSACTIONS.
Not applicable.
(b) PURCHASES. To the best knowledge of the Company, no LYONs or
Debentures are to be purchased from any officer, director or
affiliate of the Company.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the Offer to Purchase under the caption
"Special Factors - Agreements with Noteholders" is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) PURPOSES. The information set forth in the Offer to Purchase under
the caption "The Tender Offers and Consent Solicitations - Purpose"
is incorporated herein by reference.
(b) USE OF SECURITIES. The information set forth in the Offer to
Purchase under the caption "The Tender Offers and Consent
Solicitations - Purpose" is incorporated herein by reference.
3
(c) PLANS.
(1) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
(2) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
(3) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
(4) Not applicable.
(5) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
(6) If the Tender Offer is successful, the LYONs will cease to
be traded on the NYSE and the Debentures no longer will be
traded in the over-the-counter market. The LYONs and the
Shares into which the LYONs are convertible have been
suspended from trading on the NYSE and the NYSE has
indicated its intention to apply to delist such LYONs and
Shares. The information set forth in the Offer to Purchase
under the captions "Special Factors - Reduced Liquidity of
the Notes" and "Description of the Notes - Market and
Trading Information" is incorporated herein by reference.
(7) The information set forth in response to Item 6(c)(6) of
this Statement is incorporated herein by reference.
(8) Not applicable.
(9) The information set forth in the Offer to Purchase under the
caption "Special Factors - Agreements with Noteholders" is
incorporated herein by reference.
(10) The information set forth in the Offer to Purchase under the
caption "The Company - Planned Reorganization" is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) SOURCE OF FUNDS. The information set forth in the Offer to Purchase
under the caption "The Company - Source and Amount of Funds" is
incorporated herein by reference.
(b) CONDITIONS. The information set forth in the Offer to Purchase under
the captions "The Tender Offers and Consent Solicitations -
Conditions" and "The Company - Source and Amount of Funds" is
incorporated herein by reference.
(c) EXPENSES. Not required by Schedule TO.
4
(d) BORROWED FUNDS.
(1)-(2) The information set forth in the Offer to Purchase under the
caption "The Company - Source and Amount of Funds" is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth in the Offer to
Purchase under the caption "Special Factors - Agreements with
Noteholders" is incorporated herein by reference.
(b) SECURITIES TRANSACTIONS. The information set forth in the Offer to
Purchase under the caption "Special Factors - Agreements with
Noteholders" is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Offer to Purchase under the captions
"Special Factors-Fairness", "Dealer Manager, Depositary and Information
Agent" and "Miscellaneous" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The information set forth in the Offer to Purchase under the captions
"Financial Information" is incorporated herein by reference.
In addition, the financial statements contained in the Company's
Annual Report on Form 10-K for the fiscal year ended October 31, 1999, filed
with the Commission on January 31, 2000, and the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended May 14, 2000, filed with the
Commission on June 28, 2000, which are listed in the Offer to Purchase under
the caption "Incorporation of Information by Reference" are incorporated
herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) AGREEMENTS, REGULATORY REQUIREMENTS AND LEGAL PROCEEDINGS.
(1) None other than previously disclosed.
(2) The only regulatory requirements that must be met are those
imposed by applicable securities laws.
(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
(b) OTHER MATERIAL INFORMATION. The information set forth in the Offer
to Purchase and the Letters of Transmittal and Consent, copies of
which are attached hereto as Exhibits (a)(1), (a)(2) and (a)(3),
respectively, is incorporated herein by reference.
5
ITEM 12. EXHIBITS.
(a)(1) Purchase Offer and Consent Solicitation Statement dated July 18, 2000
(2) Form of Letter of Transmittal and Consent (LYONs)
(3) Form of Letter of Transmittal and Consent (Debentures)
(4) Form of Notice of Guaranteed Delivery and Consent (LYONs)
(5) Form of Notice of Guaranteed Delivery and Consent (Debentures)
(6) Letter to Broker, Dealers, Commercial Banks, Trust Companies and
Other Nominees (LYONS)
(7) Letter to Broker, Dealers, Commercial Banks, Trust Companies and
Other Nominees (Debentures)
(8) Form of Brokers' Letter to Clients (LYONS)
(9) Form of Brokers' Letter to Clients (Debentures)
(10) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(11) Press Release, dated July 18, 2000
(b) Commitment Letter, dated June 29, 2000, by and between the Company
and FFCA Funding Corporation
(c) None
(d)(1) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and CIBC World Markets (relating to $15,250,000 principal amount at
maturity of the LYONs)
(2) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and OTA L.P. (relating to $700,000 principal amount at maturity of
the LYONs)*
(3) Letter Agreement, dated June 27, 2000, by and among Shoney's, Inc.,
Courage Special Situations Fund, L.P. and V-One Opportunity Fund, LP
(relating to $52,000,000 principal amount at maturity of the LYONs)*
(4) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Special Value Bond Fund (relating to $20,000,000 principal amount
at maturity of the LYONs)*
(5) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Credit Research & Trading LLC (relating to $14,697,000 principal
amount at maturity of the LYONs)*
(6) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Lonestar Partners, L.P. (relating to $10,900,000 principal amount
at maturity of the LYONs)*
(7) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Westgate International, L.P. (relating to $2,500,000 principal
amount at maturity of the LYONs)*
6
(8) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and The Liverpool Limited Partnership (relating to $2,500,000
principal amount at maturity of the LYONs)*
(9) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Camden Asset Management (relating to $5,000,000 principal amount
at maturity of the LYONs)*
(10) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Special Value Bond Fund (relating to $6,418,000 principal amount
of the Debentures)
(11) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Courage Special Situations Fund, L.P. (relating to $15,113,000
principal amount of the Debentures)**
(12) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Evangelical Lutheran Church Board of Pensions (relating to
$1,250,000 principal amount of the Debentures)**
(13) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and One Group High Yield Fund, Inc. (relating to $1,750,000 principal
amount of the Debentures)**
(14) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Pacholder High Yield Fund, Inc. (relating to $1,955,000 principal
amount of the Debentures)**
(15) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Pacholder Value Opportunity Fund, L.P. (relating to $1,948,000
principal amount of the Debentures)**
(16) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Lonestar Partners, L.P. (relating to $2,000,000 principal amount
of the Debentures)**
(17) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and Westgate International, L.P. (relating to $3,500,000 principal
amount of the Debentures)**
(18) Letter Agreement, dated June 27, 2000, by and between Shoney's, Inc.
and The Liverpool Limited Partnership (relating to $3,500,000
principal amount of the Debentures)**
(19) Letter Agreement, dated July 7, 2000, by and between Shoney's, Inc.
and Tom Lunn (relating to $150,000 principal amount of the
Debentures)**
(e) Not required by Schedule TO
(f) None
(g) None
(h) None
-----------------------
* Document not filed because substantially identical to Exhibit (d)(1).
** Document not filed because substantially identical to Exhibit (d)(10).
7
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The LYONs are deemed "equity securities" because they are convertible
into the Company's common stock. The LYONs currently are listed on the NYSE,
although the NYSE has suspended trading of the LYONs and has indicated its
intention to apply to delist the LYONs. Because the Tender Offer has either
the reasonable likelihood or purpose of causing the LYONs to no longer be
listed on the NYSE, this transaction is technically deemed to constitute a
"going-private transaction." As such, the following sets forth that
information required by Schedule 13E-3 that has not already been set forth in
Items 1-12 above. The information set forth in the Offer to Purchase is
incorporated herein by reference to the items required by Schedule 13E-3.
ITEM 2 OF SCHEDULE 13E-3.
(a) DIVIDENDS ON NOTES. Not applicable.
(b) PRIOR PUBLIC OFFERINGS OF THE NOTES. Not applicable.
(c) PRIOR PURCHASES OF THE NOTES. Not applicable.
ITEM 4 OF SCHEDULE 13E-3.
(a) DIFFERENT TERMS. The terms or arrangements that treat any Holder of
LYONs or Debentures different from other Holders of LYONs or
Debentures are set forth in the Offer to Purchase under the captions
"Special Factors - Adverse Effect of Proposed Amendments on Holders
Who Do Not Tender," "Proposed Amendments to the Indentures" and "The
Tender Offers and Consent Solicitations" which are incorporated
herein by reference.
(b) APPRAISAL RIGHTS. Holders of LYONs and Debentures do not have
appraisal rights in connection with this transaction. See the
discussion in the Offer to Purchase under the caption "The Tender
Offers and Consent Solicitations - Absence of Appraisal Rights,"
which is incorporated herein by reference.
(c) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The information set
forth in the Offer to Purchase under the caption "Special Factors-
Fairness" is incorporated herein by reference.
(d) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5 OF SCHEDULE 13E-3.
None, except as disclosed in information incorporated by reference
and for the information set forth in "Special Factors - Agreements with
Noteholders" which is incorporated herein by reference.
ITEM 7 OF SCHEDULE 13E-3.
(a) PURPOSES. The information set forth in the Offer to Purchase under
the captions "Special Factors" and "The Tender Offers and Consent
Solicitation - Purpose" is incorporated herein by reference.
(b) ALTERNATIVES. Not applicable.
8
(c) REASONS. The information set forth in the Offer to Purchase under
the captions "Special Factors," "The Company - Planned
Reorganization" and "The Tender Offers and Consent Solicitation -
Purpose" is incorporated herein by reference.
(d) EFFECTS. The information set forth in the Offer to Purchase under
the captions "Special Factors," "The Tender Offers and Consent
Solicitation," "Proposed Amendments to the Indentures" and "Certain
U.S. Federal Income Tax Consequences" is incorporated herein by
reference.
ITEM 8 OF SCHEDULE 13E-3.
(a) FAIRNESS. The information set forth in the Offer to Purchase under
the captions "Special Factors" and "The Tender Offers and Consent
Solicitation - Purpose" is incorporated herein by reference.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set
forth in the Offer to Purchase under the captions "Special Factors"
and "The Tender Offers and Consent Solicitation - Purpose" is
incorporated herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information set forth in the Offer
to Purchase under the captions "Special Factors" and "The Tender
Offers and Consent Solicitation -Conditions" is incorporated herein
by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information set forth in the Offer
to Purchase under the caption "Special Factors" is incorporated
herein by reference.
(e) APPROVAL OF DIRECTORS. The Rule 13e-3 transaction has been approved
by a majority of the Company's non-employee directors. The
information set forth in the Offer to Purchase under the caption
"Special Factors" is incorporated herein by reference.
(f) OTHER OFFERS. Not applicable.
ITEM 9 OF SCHEDULE 13E-3.
(a) REPORT, OPINION OR APPRAISAL. The Company has not received any
report, opinion or appraisal from an outside party that is materially
related to the Rule 13e-3 transaction. The information set forth in
the Offer to Purchase under the caption "Special Factors" is
incorporated herein by reference.
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. Not
applicable.
(c) AVAILABILITY OF DOCUMENTS. Not applicable.
ITEM 10 OF SCHEDULE 13E-3.
Set forth below is a reasonably itemized list of the expenses the
Company has incurred or expects to incur in connection with this transaction.
The Company has paid or will be responsible for paying all of these expenses.
9
Fees to Dealer-Manager $ 2,300,000
Fees to Information Agent 10,000
Fees to Depositary 30,000
Printing and Mailing Expenses 50,000
Legal and Accounting Fees 560,000
Miscellaneous 50,000
-----------
Total $ 3,000,000
===========
ITEM 12 OF SCHEDULE 13E-3.
(a) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. Not
applicable. To the knowledge of the Company, no executive officer,
director, affiliate or subsidiary beneficially owns any of the
subject securities.
(b) RECOMMENDATIONS OF OTHERS. Not applicable.
ITEM 14 OF SCHEDULE 13E-3.
The information set forth in the Offer to Purchase under the captions
"Special Factors-Fairness", "Dealer Manager, Depositary and Information
Agent" and "Miscellaneous" is incorporated herein by reference.
ITEM 16 OF SCHEDULE 13E-3.
The Exhibits required by Schedule 13E-3 to be attached hereto, along
with the exhibits required by Schedule TO, are listed in Item 12 of Schedule
TO above.
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: /s/ Richard D. Schafstall
-------------------------
Richard D. Schafstall
Title: Senior Vice President, General Counsel
and Secretary
Date: July 18, 2000
10
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
(a)(1) Purchase Offer and Consent Solicitation Statement dated July
18, 2000.
(2) Form of Letter of Transmittal and Consent (LYONs).
(3) Form of Letter of Transmittal and Consent (Debentures).
(4) Form of Notice of Guaranteed Delivery and Consent (LYONs).
(5) Form of Notice of Guaranteed Delivery and Consent
(Debentures).
(6) Form of Letter to Broker, Dealers, Commercial Banks, Trust
Companies and Other Nominees (LYONs).
(7) Form of Letter to Broker, Dealers, Commercial Banks, Trust
Companies and Other Nominees (Debentures).
(8) Form of Letter to Clients (LYONs).
(9) Form of Letter to Clients (Debentures).
(10) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(11) Press Release, dated July 18, 2000.
(b) Commitment Letter, dated June 29, 2000, by and between
Shoney's, Inc. and FFCA Funding Corporation.
(c) None.
(d)(1) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and CIBC World Markets (relating to
$15,250,000 principal amount at maturity of the LYONs).
(2) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and OTA L.P. (relating to $700,000 principal
amount at maturity of the LYONs).*
(3) Letter Agreement, dated June 27, 2000, by and among
Shoney's, Inc., Courage Special Situations Fund, L.P. and V-
One Opportunity Fund, LP (relating to $52,000,000 principal
amount at maturity of the LYONs).*
(4) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Special Value Bond Fund (relating to
$20,000,000 principal amount at maturity of the LYONs).*
(5) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Credit Research & Trading LLC (relating
to $14,697,000 principal amount at maturity of the LYONs).*
(6) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Lonestar Partners, L.P. (relating to
$10,900,000 principal amount at maturity of the LYONS).*
11
(7) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Westgate International, L.P. (relating to
$2,500,000 principal amount at maturity of the LYONs).*
(8) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and The Liverpool Limited Partnership
(relating to $2,500,000 principal amount at maturity of the
LYONs).*
(9) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Camden Asset Management (relating to
$5,000,000 principal amount at maturity of the LYONs).*
(10) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Special Value Bond Fund (relating to
$6,418,000 principal amount of the Debentures).
(11) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Courage Special Situations Fund, L.P.
(relating to $15,113,000 principal amount of the
Debentures).**
(12) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Evangelical Lutheran Church Board of
Pensions (relating to $1,250,000 principal amount of the
Debentures).**
(13) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and One Group High Yield Bond Fund (relating
to $1,750,000 principal amount of the Debentures).**
(14) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Pacholder High Yield Fund, Inc. (relating
to $1,955,000 principal amount of the Debentures).**
(15) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Pacholder Value Opportunity Fund, L.P.
(relating to $1,948,000 principal amount of the
Debentures).**
(16) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Lonestar Partners, LP (relating to
$2,000,000 principal amount of the Debentures).**
(17) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and Westgate International, L.P. (relating to
$3,500,000 principal amount of the Debentures).**
(18) Letter Agreement, dated June 27, 2000, by and between
Shoney's, Inc. and The Liverpool Limited Partnership
(relating to $3,500,000 principal amount of the
Debentures).**
(19) Letter Agreement, dated July 7, 2000, by and between
Shoney's, Inc. and Tom Lunn (relating to $150,000 principal
amount of the Debentures).**
(e) Not required by Schedule TO.
(f) None.
(g) None.
(h) None.
---------------------------
* Document not filed because substantially identical to Exhibit (d)(1).
** Document not filed because substantially identical to Exhibit (d)(10).
12
