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. 1)
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: [ ]
INTRODUCTORY STATEMENT
This Amendment 1 to Issuer Tender Offer Statement on 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
(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.
ITEM 11. ADDITIONAL INFORMATION.
Item 11(b) hereby is amended and supplemented to add the following:
The Company is not actively pursuing the regulatory
clearance that would permit the Company to mail definitive
consent materials to holders of the LYONs. Accordingly, the
Company does not intend to mail definitive consent materials
to holders of the LYONS and does not intend to extend the
Tender Offer made to holders of the LYONS. The Tender Offer
will expire at 11:59 p.m., New York City time, on April 24,
2000. The Company has issued a press release in connection
with the information reported herein which is filed herewith
as Exhibit (a)(15) and incorporated herein by this
reference.
ITEM 12. EXHIBITS.
Item 12 hereby is amended and supplemented to add the following:
(a)(15) Press Release dated April 17, 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/ Richard D. Schafstall
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Richard D. Schafstall
Title: Senior Vice President,
General Counsel and Secretary
Date: April 17, 2000
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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
(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)(15)
FOR IMMEDIATE RELEASE
SHONEY'S, INC. MAKES ANNOUNCEMENT IN CONNECTION WITH
TENDER OFFER FOR LIQUID YIELD OPTION NOTES DUE 2004
NASHVILLE, Tenn., April 17 /PRNewswire/ -- Shoney's, Inc. (NYSE: SHN)
("Shoney's") today announced that it is not actively pursuing the regulatory
clearance that would permit the Company to mail definitive consent materials
to holders of its outstanding $177 million principal amount at maturity of
Liquid Yield Option Notes due 2004. Accordingly, the Company does not intend
to mail definitive consent materials to holders of the LYONS and does not
intend to extend the tender offer made to holders of the LYONS. The tender
offer will expire at 11:59 p.m., New York City time, on April 24, 2000.
Shoney's owns, operates, and franchises approximately 1,100 restaurants
in 28 states including Shoney's Restaurants, Captain D's Seafood Restaurants
and Fifth Quarter Restaurants. This release contains forward-looking
statements. There are certain important factors that could cause results to
materially differ from those anticipated from the statements above.
Additional information that could potentially affect the Company's financial
results may be found in the Company's filings with the Securities and
Exchange Commission.
Contact: /CONTACT: Andrew Karp, Managing Director, Banc of America
Securities LLC (704) 388-4813 or (888) 292-0070.
