SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 1, 1995
TPI ENTERPRISES, INC.
(Exact name of registrant as specified in its Charter)
NEW JERSEY 0-7961 22-1899681
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3950 RCA Boulevard
Suite 5001
Palm Beach Gardens, Florida 33401
(Address of principal executive offices) (Zip Code)
(407) 691-8800
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
The Company entered into an amendment (the
"Amendment") dated October 30, 1995 to the letter of
intent dated September 3, 1995 with Shoney's, Inc.
regarding a proposed merger of the Company with and into
a wholly owned subsidiary of Shoney's, Inc. The
Amendment is attached hereto as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits
Exhibit No.
10.1 Amendment dated October 30, 1995 to the Letter
of Intent dated September 3, 1995 by and
between Shoney's, Inc. and TPI Enterprises,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
TPI Enterprises, Inc.
By: /s/ Frederick W. Burford
Frederick W. Burford
Executive Vice President and
Chief Financial Officer
Date: November 1, 1995
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
10.1 Amendment dated October 30, 1995
to the Letter of Intent dated
September 3, 1995 by and between
Shoney's, Inc. and TPI
Enterprises, Inc.
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EXHIBIT 10.1
Shoney's, Inc.
1727 Elm Hill Pike
Nashville, TN 37210
October 30, 1995
The Special Committee of the Board
of Directors of TPI Enterprises, Inc.
3950 RCA Boulevard, Suite 5001
Palm Beach Gardens, Florida 33410
Attention: Mr. Edwin B. Spievack
Gentlemen:
Reference is hereby made to that certain Letter of Intent
(the "Letter of Intent") dated September 3, 1995 between TPI
Enterprises, Inc. ("TPI") and Shoney's, Inc. ("Shoney's") relating
to the proposed merger of TPI with a subsidiary of Shoney's. The
purpose of this Amendment to the Letter of Intent (the "Amendment")
is to amend certain provisions of the Letter of Intent as set forth
herein.
Except as expressly modified in this Amendment, the terms
and provisions of the Letter of Intent remain in full force and
effect. All capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Letter of Intent.
1. TPI and Shoney's hereby agree that if a definitive
merger agreement is not entered into by November 30, 1995 or such
other date as shall be mutually agreed in writing by TPI and
Shoney's (the "Expiration Date"), the Letter of Intent, as amended
by the Amendment, shall be terminated.
2. TPI and Shoney's hereby agree that the Closing shall
occur on or before March 31, 1996.
3. TPI hereby agrees that the term of Section 6.1 of the
Letter of Intent shall be extended without interruption from
September 3, 1995 until the Expiration Date. Shoney's hereby agrees
that the term of Section 6.2 of the Letter of Intent shall be
extended without interruption from September 3, 1995 until the
Expiration Date.
4. TPI hereby agrees that the term of Section 7 of the
Letter of Intent shall be extended until the Expiration Date.
If the foregoing is acceptable to you, please so indicate
by signing a copy of this Amendment on page two where indicated and
returning it to the undersigned.
Very truly yours,
SHONEY'S, INC.
By: /s/ W. Craig Barber
W. Craig Barber
Senior Executive
Vice President and
Chief Financial Officer
Accepted and agreed to as of
this 1st day of November, 1995:
TPI ENTERPRISES, INC.
By: The Special Committee of the
Board of Directors of TPI Enterprises, Inc.
By: /s/ Edwin B. Spievack
Edwin B. Spievack
