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):
MAY 21, 1996
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 officers) (Zip Code)
(407) 691-8800
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Amendment to Credit Agreement. Effective May
21, 1996, TPI Enterprises, Inc. (the "Company") entered
into Amendment No. 2 to the Second Amended and Restated
Credit Agreement (the "Credit Agreement") dated January
31, 1995, by and among TPI Restaurants, Inc., a wholly
owned subsidiary of the Company ("Restaurants"), the
banks party thereto, The Bank of New York as administra-
tive agent and NationsBank of North Carolina, N.A., as
collateral agent (the "Collateral Agent"), and Amendment
No. 3 to the Amended and Restated Guaranty, Security and
Subordination Agreement, dated as of June 3, 1993, made
by the Company and Restaurants to the Collateral Agent as
amended by Amendment No. 1 and Waiver No. 3, dated as of
February 18, 1994 and Amendment No. 2 dated as of January
31, 1995 (the "Enterprises Guaranty"). Amendment No. 2
to the Credit Agreement and Amendment No. 3 to the Enter-
prises Guaranty are hereinafter referred to collectively
as the "Amendment".
Pursuant to the Amendment, the parties thereto
agreed, among other things, to extend the termination
date under the Credit Agreement and to revise certain
financial covenants contained in the Credit Agreement.
The Amendment is attached hereto as Exhibit 10.1. The
foregoing description is qualified in its entirety by
reference to the Amendment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits
Exhibit No.
10.1 Amendment No. 2, dated as of May 21, 1996 to
the Second Amended and Restated Credit Agree-
ment, dated as of January 31, 1995, by and
among TPI Restaurants, Inc., the banks party
thereto, The Bank of New York, as Administra-
tive Agent, and NationsBank of North Carolina,
N.A., as Collateral Agent, as amended by Amend-
ment No. 1, dated as of February 29, 1996 and
Amendment No. 3, dated as of May 21, 1996 to
the Amended and Restated Guaranty, Security and
Subordination Agreement, dated as of June 3,
1993, made by the Company and Restaurants to
the Collateral Agent, as amended by Amendment
No. 1 and Waiver No. 3, dated as of February
18, 1994 and Amendment No.2, dated as of Janu-
ary 31, 1995.
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,
Chief Financial Officer
and Secretary
Date: May 29, 1996
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
10.1 Amendment No. 2, dated as of May
21, 1996 to the Second Amended and
Restated Credit Agreement, dated as
of January 31, 1995, by and among
TPI Restaurants, Inc., the banks
party thereto, The Bank of New
York, as Administrative Agent, and
NationsBank of North Carolina,
N.A., as Collateral Agent, as
amended by Amendment No. 1, dated
as of February 29, 1996 and Amend-
ment No. 3, dated as of May 21,
1996 to the Amended and Restated
Guaranty, Security and Subordina-
tion Agreement, dated as of June 3,
1993, made by the Company and Res-
taurants to the Collateral Agent,
as amended by Amendment No. 1 and
Waiver No. 3, dated as of February
18, 1994 and Amendment No.2, dated
as of January 31, 1995.
EXHIBIT 10.1
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
AND
AMENDMENT NO. 3 TO THE ENTERPRISES GUARANTY
____________________
AMENDMENT NO. 2, dated as of May 21, 1996, as to the
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
January 31, 1995, by and among TPI RESTAURANTS, INC., a
Tennessee corporation (the "Company"), the banks party
thereto (each a "Bank" and, collectively, the "Banks"),
THE BANK OF NEW YORK, as administrative agent for the
Banks (in such capacity, the "Administrative Agent") and
NATIONSBANK, N.A. as successor in interest to
NATIONSBANK, N.A. (CAROLINAS), as Collateral Agent for
the Banks (in such capacity, the "Collateral Agent", as
amended by Amendment No. 1, dated as of February 29, 1996
(the "Credit Agreement") and AMENDMENT NO. 3, dated as of
May 21, 1996, to the AMENDED AND RESTATED GUARANTY,
SECURITY AND SUBORDINATION AGREEMENT, dated as of June 3,
1993, made by TPI ENTERPRISES, INC., a New Jersey corpo-
ration ("Enterprises") and the Company to the Collateral
Agent, as amended by Amendment No. 1 and Waiver No. 3,
dated as of February 18, 1994 and Amendment No. 2, dated
as of January 31, 1995, (the "Enterptises Guaranty").
Amendment No. 2 to the Credit Agreement and Amendment No.
3 to the Enterprises Guaranty are hereinafter referred to
collectively as the "Amendment".
RECITALS
A. Capitalized terms used herein that are not
defined herein and are defined in the Credit Agreement
shall have the same meanings as therein defined.
B. The Company and Enterprises have requested that
the Agents and the Banks extend the Revolving Credit
Termination Date and amend certain provisions of the
Credit Agreement and the Enterprises Guaranty and the
Banks are willing to do so on the terms and conditions
set forth herein.
In consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree
as follows:
1. The following definitions contained in Para-
graph 1.1 of the Credit Agreement are amended in their
entirety to read as follows:
"Applicable Margin": with re-
spect to the unpaid principal amount
of Alternate Base Rate Loans, 2.00%
and with respect to the unpaid prin-
cipal amount of Eurodollar Loans,
3.00%.
"Revolving Credit Termination
Date": the earliest of (i) August
30, 1996 (ii) the date on which the
Plan and Agreement is consummated and
(iii) the date on which the Plan and
Agreement is terminated.
2. Paragraph 1.1 of the Credit Agreement is amend-
ed to add the following definitions in their respective
appropriate alphabetic places:
"Net Litigation Proceeds": the
cash actually received by Enterprises
or any of its Affiliates from the
defendants through a final, nonap-
pealable judgment or settlement of
the litigation styled Maxcell Telecom
Plus, Inc., et al., v. McCaw Cellular
Communications, Inc., et al. filed in
the Circuit Court of the Fifteenth
Judicial Circuit in and for Palm
Beach County, Florida minus all ex-
penses, including taxes, incurred
after September 4, 1995 with respect
thereto.
"Plan and Agreement": the Plan
of Tax-Free Reorganization Under
Section 368(a)(1)(C) of the Internal
Revenue Code and Agreement, dated as
of March 15, 1996, by and among
Shoney's, Inc., a Tennessee corpora-
tion, TPI Restaurants Acquisition
Corporation, a Tennessee corporation
and Enterprises.
"Transaction": the acquisition
of all of the capital stock of the
Company by Shoney's, Inc. or TPI
Restaurants Acquisition Corporation,
a wholly-owned Subsidiary of
Shoney's, Inc. in accordance with the
Plan and Agreement.
3. Paragraph 7.11 of the Credit Agreement is
amended to delete the words "Plan of Tax-Free Reorganiza-
tion Under Section 368(1)(C) of the Internal Revenue Code
and Agreement, by and among Shoney's Inc., a Tennessee
corporation, TPI Restaurants Acquisition Corporation, a
Tennessee corporation and Enterprises, a draft of which
was conditionally approved by the Company's Board of
Directors on February 26, 1996 (the "Plan")" contained
therein and to substitute therefor the words "Plan and
Agreement".
4. Subject to the satisfaction of the conditions
to effectiveness set forth in paragraph 8 below, effec-
tive as of April 21, 1996, Paragraph 7.11 of the Credit
Agreement is amended with respect to the required minimum
Interest Coverage Ratio for the fourth fiscal quarter of
the 1995 fiscal year and each fiscal quarter thereafter
to read as follows:
Fourth quarter, 1995 1.50:1.00
First quarter, 1996
and thereafter 1.40:1.00.
5. Subject to the satisfaction of the conditions
to effectiveness set forth in paragraph 8 below, effec-
tive as of April 21, 1996, Paragraph 7.14 of the Credit
Agreement is amended with respect to the minimum required
Consolidated Tangible Net Worth for the fourth fiscal
quarter of the 1995 fiscal year and each fiscal quarter
thereafter to read as follows:
Fourth quarter, 1995 $26,000,000
First quarter, 1996
and thereafter $21,000,000.
6. Paragraph 7(b) of the Enterprises Guaranty is
amended by (i) deleting the word "and" at the end of
clause (v) thereof, (ii) substituting "; and" for the
period at the end of clause (vi) thereof and (iii) adding
a new clause (vii) to the end thereof to read as follows:
(vii) Notify the Agents and
the Banks if (A) the Plan and Agree-
ment is terminated, (B) any circum-
stances exist pursuant to which
Shoney's, Inc. has the right to ter-
minate the Plan and Agreement, or (C)
Enterprises or any of its Subsidiar-
ies receives any notice from Shoney's
Inc or any of its Subsidiaries (a
copy of which notice shall be deliv-
ered to the Agent and the Banks)
alleging that the Plan and Agreement
is being or has been terminated or is
otherwise no longer in full force and
effect, that Enterprises or any of
its Subsidiaries is in default of
their respective obligations thereun-
der, or that any circumstances exist
which will make it reasonably likely
that Shoney's, Inc. will have the
right not to consummate the Transac-
tion at the closing provided for in
the Plan and Agreement, including,
without limitation, the occurrence of
a Material Adverse Change as de-
scribed in Section 5.22(d) of the
Plan and Agreement or the withdrawal
of any financing commitment described
in Section 9.2.10 of the Plan and
Agreement received by Shoney's, Inc.
or any of its Subsidiaries in respect
of the Transaction.
7. Paragraph 8 of the Enterprises Guaranty is
amended to add a new subparagraph (r) to the end thereof
to read as follows:
(r) Create, incur, assume or
suffer to exist any Lien upon the Net
Litigation Proceeds or permit Maxcell
so to do or enter into, or permit
Maxcell to enter into, any agreement
(other than this Agreement) which
prohibits or limits the ability of
Enterprises or Maxcell to create,
incur, assume or suffer to exist any
Lien in favor of the Agents and the
Banks upon the Net Litigation Pro-
ceeds.
8. This Amendment shall not be deemed effective
until the date (the "Amendment Effective Date") on which
all of the following conditions precedent shall have been
satisfied:
(a) The Agents shall have received a copy of
this Amendment duly executed by the Company, Enterprises,
TPI Commissary, TPI Transportation, and the Banks.
(b) The Agents shall have received a certifi-
cate, dated the date hereof, of an officer of each of the
Company and Enterprises (i) attaching a true and complete
copy of the resolutions of its respective Board of Direc-
tors or the Executive Committee thereof and of all docu-
ments evidencing other necessary corporate action (in
form and substance satisfactory to the Administrative
Agent) taken by the Company and Enterprises to authorize
this Amendment, (ii) certifying that its certificate of
incorporation and by-laws have not been amended since
January 31, 1995, or if so, setting forth the same and
(iii) setting forth the incumbency of its officer or
officers who may sign this Amendment, including therein a
signature specimen of such officer or officers.
(c) The Agents shall have received a copy of
the financing commitment referred to in paragraph 9(b)
below.
(d) The Administrative Agent shall have re-
ceived an amendment fee, for the pro rata account of the
Banks, in the sum of $100,000.
9. In order to induce the Agents and the Banks to
execute the Amendment, Enterprises and the Company each
hereby represents and warrants that as of the date here-
of:
(a) Enterprises or Maxcell has received Net
Litigation Proceeds in an amount not less than
$17,000,000, which amount is currently in its possession;
(b) Shoney's, Inc. has obtained a commitment
for the financing of the Transaction as described in
Section 9.2.10 of the Plan and Agreement (without regard
to any amendment or waiver thereof); and
(c) no circumstances exist pursuant to which
Shoney's, Inc. has the right to terminate the Plan and
Agreement, and neither Enterprises nor the Company has
received any notice from Shoney's, Inc. or any of its
Subsidiaries, alleging that the Plan and Agreement is
being or has been terminated or is otherwise no longer in
full force and effect, that Enterprises or any of its
Subsidiaries is in default of their respective obliga-
tions thereunder, or that any circumstances exist which
will make it reasonably likely that Shoney's, Inc. will
have the right not to consummate the Transaction at the
closing provided for in the Plan and Agreement, includ-
ing, without limitation, the occurrence of a Material
Adverse Change as described in Section 5.22(d) of the
Plan and Agreement and the withdrawal of any financing
committment as described in Section 9.2.10 of the Plan
and Agreement received by Shoney's, Inc. or any of its
Subsidiaries in respect of the Transaction.
10. The Company and Enterprises, and by their
consents hereto, each of TPI Commissary and TPI Transpor-
tation, each hereby (a) reaffirms and admits the validity
and enforceability of the Loan Documents to which it is a
party and all of its obligations thereunder, (b) agrees
and admits that it has no defenses to or offsets against
any of its obligations to either Agent or any Bank there-
under and (c) represents and warrants that after giving
effect to the Amendment, there will exist no Default or
Event of Default.
11. The Amendment may be executed in any number of
counterparts, each of which shall be an original and all
of which shall constitute one amendment. It shall not be
necessary in making proof of the Amendment to produce or
account for more than one counterpart signed by the party
to be charged.
12. The Amendment is being delivered in and is
intended to be performed in the State of New York and
shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New
York, without regard to principles of conflict of laws
(other than Section 5-1401 of the New York General Obli-
gations Law).
13. Except as amended hereby, the Credit Agreement
and the Enterprises Guaranty shall in all other respects
remain in full force and effect and the Amendment shall
not be construed as an amendment of, or a consent to the
departure from, any other provision of the Credit Agree-
ment or the Enterprises Guaranty or a waiver of any
Default or Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused
the Amendment to be duly executed as of the date first
above written.
TPI RESTAURANTS, INC.
By: /s/ Frederick W. Burford
Name: Frederick W. Burford,
Title: Vice President, Treasurer
Chief Financial Officer
and Secretary
TPI ENTERPRISES, INC.
By: /s/ Frederick W. Burford
Name: Frederick W. Burford,
Title: Executive Vice President,
Chief Financial Officer
and Secretary
THE BANK OF NEW YORK,
Individually and as
Administrative Agent
By: /s/ Gregory L. Batson
Name: Gregory L. Batson
Title: Vice President
NATIONSBANK, N.A., Individually
and as Collateral Agent
By: /s/ Charles A. Kerr
Name: Charles A. Kerr
Title: Senior Vice President
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By: /s/ William J. Harter
Name: William J. Harter
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Paul A. Como
Name: Paul A. Como
Title: Executive Vice President
CONSENTED TO:
TPI COMMISSARY, INC.
TPI TRANSPORTATION, INC.
AS TO EACH OF THE FOREGOING:
By: /s/ Frederick W. Burford
Name: Frederick W. Burford,
Title: Vice President and Treasurer
