SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 14, 1996
TPI Enterprises, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 0-7961 22-1899681
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3950 RCA Boulevard
Suite 5001
Palm Beach Gardens, Florida 33401
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(Address of principal executive offices) (Zip Code)
(407) 691-8800
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On June 14, 1996, the registrant entered into Amendment No. 1 to Plan
of Tax-Free Reorganization under Section 368(a)(1)(C) of the Internal Revenue
Code and Agreement with Shoney's, Inc. and TPI Restaurants Acquisition
Corporation, a wholly-owned subsidiary of Shoney's, Inc. (the "Amendment"),
extending the Termination Date (as defined therein) from June 30, 1996 to
August 30, 1996. The Amendment is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(C) Exhibits
Exhibit No.
10.1 Amendment No. 1 to Plan of Tax-Free Reorganization under Section
368(a)(1)(C) of the Internal Revenue Code and Agreement dated March
15, 1996 by and among Shoney's, Inc., TPI Restaurants Acquisition
Corporation and TPI Enterprises, Inc.
<PAGE>
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
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Frederick W. Burford
Executive Vice President, Chief
Financial Officer and Secretary
Date: June 18, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Amendment No. 1 to Plan of Tax-Free Reorganization under
Section 368(a)(1)(C) of the Internal Revenue Code and
Agreement dated March 15, 1996 by and among Shoney's, Inc.,
TPI Restaurants Acquisition Corporation and TPI
Enterprises, Inc.
Exhibit 10.1
AMENDMENT NO. 1 TO
PLAN OF TAX-FREE REORGANIZATION UNDER
SECTION 368(a)(1)(C)
OF THE INTERNAL REVENUE CODE
AND AGREEMENT
This Amendment No. 1 ("Amendment"), dated June 14, 1996, amends the
Plan of Tax-Free Reorganization under Section 368(a)(1)(C) of the Internal
Revenue Code and Agreement ("Agreement") made and entered into as of the 15th
day of March, 1996, by and among Shoney's, Inc., a Tennessee corporation,
("Shoney's"), TPI Restaurants Acquisition Corporation, a Tennessee corporation
("TPAC"), and TPI Enterprises, Inc., a New Jersey corporation ("Enterprises").
WHEREAS, the parties mutually desire to extend the Termination Date,
as that term is used in the Agreement, from June 30, 1996 to August 30, 1996;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, Shoney's, TPAC and Enterprises agree as follows:
Amendment to ARTICLE I. The definition of "Termination Date"
appearing in ARTICLE I of the Agreement is hereby amended to read in its
entirety as follows:
"Termination Date" means August 30, 1996.
Reaffirmation of Other Terms and Conditions. Except as modified by
this Amendment, all other terms and conditions of the Agreement, as in effect
prior to the execution of this Amendment, shall remain in full force and
effect and the same are hereby reaffirmed and ratified as if fully set forth
herein.
IN WITNESS WHEREOF, Shoney's, Enterprises and TPAC have caused this
Amendment No. 1 to the Agreement to be signed by their respective officers
thereunto duly authorized, on this 14th day of June, 1996.
TPI ENTERPRISES, INC.
By: /s/ J. Gary Sharp
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J. Gary Sharp, President and CEO
SHONEY'S, INC.
By: /s/ W. Craig Barber
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W. Craig Barber, Senior Executive
Vice President and Chief Financial Officer
TPI RESTAURANTS ACQUISITION CORP.
By: /s/ W. Craig Barber
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W. Craig Barber, Vice President
