SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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
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(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(1) AMOUNT OF FILING FEE(2)
$ 44,548,140 $ 8,910
(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.
(2) The entire filing fee previously was paid in connection with the
filing of the Schedule TO on March 27, 2000.
[ ] 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: [X]
INTRODUCTORY STATEMENT
This Amendment 2, the final amendment, to Issuer Tender Offer Statement
on Schedule TO amends and supplements the Schedule TO filed by Shoney's,
Inc., a Tennessee corporation (the "Company") on March 27, 2000, as amended
and supplemented by Amendment 1 to Schedule TO filed by the Company on April
17, 2000, and is being filed with the Securities and Exchange Commission by
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"). Terms not otherwise defined herein have the meanings
ascribed to them in the Purchase Offer and Consent Solicitation Statement
dated March 27, 2000 (the "Purchase Offer") and filed as Exhibit (a)(1) to
Issuer Tender Offer Statement on Schedule TO filed by the Company on March
27, 2000.
ITEMS 1-9, 11 AND 13.
Items 1-9, 11 and 13 of Schedule TO hereby are amended and supplemented
by adding thereto the following:
The Tender Offers expired as scheduled at 11:59 p.m., New
York City time, on April 24, 2000. Based on information
provided by The Bank of New York, the Depositary for the
Offers, approximately 4.9% of the combined aggregate
principal amount of the Notes were validly tendered and not
withdrawn pursuant to the Offers, which was insufficient to
meet the minimum conditions of the Offers. Accordingly, no
Notes were accepted for payment and all tendered Notes will
be returned to the Holders in accordance with the terms of
the Offers. The Company has issued a press release in
connection with the information reported herein which is
filed herewith as Exhibit (a)(16) and incorporated herein by
this reference.
ITEM 12. EXHIBITS.
Item 12 hereby is amended and supplemented to add the following:
(a)(16) Press Release dated April 25, 2000
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/ V. Michael Payne
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V. Michael Payne
Title: Senior Vice President and Controller
Date: April 25, 2000
2
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------------- -------------------------------------------------------------
(a) (1) Purchase Offer and Consent Solicitation Statement dated
March 27, 2000.*
(2) Form of Letter of Transmittal - Liquid Yield Option Notes
(Tender Only).*
(3) Form of Letter of Transmittal - Liquid Yield Option Notes
(Tender and Consent).*
(4) Form of Letter of Transmittal - 8-1/4% Convertible
Subordinated Debentures.*
(5) Notice of Guaranteed Delivery and Consent - Liquid Yield
Option Notes.*
(6) Notice of Guaranteed Delivery and Consent - 8-1/4%
Convertible Subordinated Debentures.*
(7) Form of Letter to Broker, Dealers, Commercial Banks, Trust
Companies and Other Nominees (LYONs - Tender Only).*
(8) Form of Letter to Broker, Dealers, Commercial Banks, Trust
Companies and Other Nominees (LYONs - Tender and Consent).*
(9) Form of Letter to Broker, Dealers, Commercial Banks, Trust
Companies and Other Nominees (Debentures).*
(10) Form of Letter to Clients (LYONs - Tender Only).*
(11) Form of Letter to Clients (LYONs - Tender and Consent).*
(12) Form of Letter to Clients (Debentures).*
(13) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(14) Press Release, dated March 27, 2000.*
(15) Press Release, dated April 17, 2000.*
3
(16) Press Release, dated April 25, 2000.
(b) None
(c) None
(d) None
(e) Not required by Schedule TO
(f) None
(g) None
(h) None
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* Previously filed.
4
Exhibit (a)(16)
FOR IMMEDIATE RELEASE
SHONEY'S, INC. ANNOUNCES EXPIRATION OF TENDER OFFERS
NASHVILLE, Tenn., April 25, 2000 / PRNewswire/ -- Shoney's, Inc. (NYSE:
SHN) (Shoney's") today announced that the tender offers for its Liquid Yield
Option Notes due 2004 ("LYONS") and 8-1/4% Convertible Subordinated
Debentures due 2002 ("TPI Debentures") expired as scheduled at 11:59 p.m.,
New York City time, on April 24, 2000. Based on information provided by The
Bank of New York, the depositary for the offers, approximately 4.9% of the
combined aggregate principal amount of the outstanding securities were
validly tendered and not withdrawn pursuant to the offers, which was
insufficient to meet the minimum conditions of the offers. Accordingly, no
securities will be accepted for payment and all tendered securities will be
returned to the holders in accordance with the terms of the offers.
Contact: /CONTACT: Andrew Karp, Managing Director, Banc of America
Securities LLC (704) 388-4813 or (888) 292-0070.
