SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
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
(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
- -----------------------------------------------------------------------
(Name, Address and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
-------------------------
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE
$ 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.
[ ] 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 Issuer Tender Offer Statement on Schedule TO (the "Statement") is
being filed with the Securities and Exchange Commission (the "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 2000
(Zero Coupon - Subordinated) (the "LYONs") and any and all of its 8-1/4%
Convertible Subordinated Debentures Due 2002 (the "Debentures"). Copies of
the Purchase Offer and Consent Solicitation Statement (the "Offer to
Purchase") and Letters of Transmittal are attached hereto as Exhibits (a)(1),
(a)(2) (a)(3) and (a)(4), respectively. Pursuant to General Instruction F to
Schedule TO, information contained in the Offer to Purchase is hereby
incorporated by reference in the answers to items of this Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under the caption
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The name of the Company is Shoney's, Inc., which
is the issuer of the LYONs and the Debentures subject to the Tender
Offers. The Company's principal executive offices are located at
1727 Elm Hill Pike, Nashville, Tennessee 37210. The telephone number
for the Company is (615) 391-5201. Reference is made to the
information set forth in the Offer to Purchase under the caption "The
Company," which information is incorporated herein by reference.
(b) SECURITIES. The securities which are the subject of the Tender
Offers are the Liquid Yield Option Notes Due 2004 (Zero Coupon -
Subordinated) and the 8-1/4% Convertible Subordinated Debentures Due
2002 of the Company. As of March 24, 2000, there was outstanding
$$177,358,000 in aggregate principal amount at maturity of the LYONs
(with an accreted value as of such date of $126,629,558) and
$51,563,000 in principal amount of Debentures. Reference is made to
the information set forth on the cover page of the Offer to Purchase
and in the Offer to Purchase under the caption "Description of the
Notes," which information is incorporated herein by reference.
(c) TRADING MARKET AND PRICE. The LYONs currently are listed for
quotation on the New York Stock Exchange ("NYSE") under the symbol
"SHN0D04." The Debentures currently are quoted in the over-the
counter market. Reference is made to the information set forth in the
Offer to Purchase under the captions "Description of the
Notes - Market and Trading Information," which information is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This is an issuer tender offer and the Company is the only filing
person. The information set forth in response to Item 2(a) of this Statement
is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms.
(1) TENDER OFFERS
(i)-(ii) The information set forth on the cover of the Offer to
Purchase and in the Offer to Purchase under the caption "The
Tender Offers and Consent Solicitations - Purpose" is
incorporated herein by reference.
(iii) The information set forth on the cover of the Offer to
Purchase and in the Offer to Purchase under the caption "The
Tender Offers and Consent Solicitations - Extension,
Amendment and Termination of Tender Offers and Consent
Deadlines" is incorporated herein by reference.
(iv) Not applicable.
(v) The information set forth in the Offer to Purchase under the
caption "The Tender Offers and Consent Solicitations -
Extension, Amendment and Termination of Tender Offers and
Consent Deadlines" is incorporated herein by reference.
(vi) The information set forth in the Offer to Purchase under the
caption "The Tender Offers and Consent Solicitations -
Withdrawal and Revocation Rights" is incorporated herein by
reference.
(vii) The information set forth in the Offer to Purchase under the
captions "The Tender Offers and Consent Solicitations -
Procedures for Tendering Notes and Delivering Consents, -
Withdrawal and Revocation Rights and - Acceptance for
Payment and Payment for the Notes" is incorporated herein by
reference.
(viii) The information set forth in the Offer to Purchase under the
caption "The Tender Offers and Consent Solicitations -
Acceptance for Payment and Payment for the Notes" is
incorporated herein by reference.
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(ix) Not applicable.
(x) The information set forth in the Offer to Purchase under the
caption "Special Factors - Adverse Effect of Proposed
Amendments on Holders who do not Tender" and "Proposed
Amendments to the Indentures" is incorporated herein by
reference.
(xi) Not applicable.
(xii) The information set forth in the Offer to Purchase under the
caption "Certain U.S. Federal Income Tax Consequences" is
incorporated herein by reference.
(2) MERGERS OR SIMILAR TRANSACTIONS.
Not applicable.
(b) PURCHASES.
To the best knowledge of the Company, no LYONs or Debentures are to be
purchased from any officer, director or affiliate of the Company.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. Not
Applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) PURPOSES. The information set forth in the Offer to Purchase under
the caption "The Tender Offers and Consent Solicitations - Purpose"
is incorporated herein by reference.
(b) USE OF SECURITIES. The information set forth in the Offer to
Purchase under the caption "The Tender Offers and Consent
Solicitations - Purpose" is incorporated herein by reference.
(c) PLANS.
(1) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
(2) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
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(3) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
(4) Not applicable.
(5) The information set forth in the Offer to Purchase under the
captions "Special Factors - Proposed Restructuring and
Refinancing" and "The Company - Planned Reorganization" is
incorporated herein by reference.
(6) If the Tender Offer is successful, the LYONs will cease to
be traded on the NYSE and the Debentures no longer will be
traded in the over-the-counter market. There are no plans,
however, to cause the Company's common stock, into which the
LYONs and the Debenture are both convertible, to cease to
trade on the NYSE. The information set forth in the Offer
to Purchase under the captions "Special Factors - Reduced
Liquidity of the Notes" and "Description of the Notes -
Market and Trading Information" is incorporated herein by
reference.
(7) The information set forth in response to Item 6(c)(6) of
this Statement is incorporated herein by reference.
(8) Not applicable.
(9) Not applicable.
(10) The information set forth in the Offer to Purchase under the
caption "The Company - Planned Reorganization" is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) SOURCE OF FUNDS. The information set forth in the Offer to Purchase
under the caption "The Company - Source and Amount of Funds" is
incorporated herein by reference.
(b) CONDITIONS. The information set forth in the Offer to Purchase under
the captions "The Tender Offers and Consent Solicitations -
Conditions" and "The Company - Source and Amount of Funds" is
incorporated herein by reference.
(c) EXPENSES. Not required by Schedule TO.
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(d) BORROWED FUNDS.
(1)-(2) The information set forth in the Offer to Purchase under the
caption "The Company - Source and Amount of Funds" is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. Not applicable.
(b) SECURITIES TRANSACTIONS. Not applicable.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Offer to Purchase under the captions
"Dealer Manager, Depositary and Information Agent" and "Miscellaneous" is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The information set forth in the Offer to Purchase under the captions
"Financial Information" is incorporated herein by reference.
In addition, the financial statements contained in the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1999, filed with
the Commission on January 31, 2000, and the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended February 20, 2000, filed with the
Commission on March 22, 2000, which are listed in the Offer to Purchase under
the caption "Incorporation of Information by Reference" are incorporated
herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) AGREEMENTS, REGULATORY REQUIREMENTS AND LEGAL PROCEEDINGS.
(1) None other than previously disclosed.
(2) The only regulatory requirements that must be met are those
imposed by applicable securities laws.
(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
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(b) OTHER MATERIAL INFORMATION. The information set forth in the Offer
to Purchase and the Letters of Transmittal, copies of which are
attached hereto as Exhibits (a)(1), (a)(2) (a)(3) and (a)(4),
respectively, is incorporated herein by reference.
ITEM 12. EXHIBITS.
(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.
(b) None
(c) None
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(d) None
(e) Not required by Schedule TO
(f) None
(g) None
(h) None
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The LYONs are deemed "equity securities" because they are convertible
into the Company's common stock. The LYONs currently are listed on the NYSE.
Because the Tender Offer has either the reasonable likelihood or purpose of
causing the LYONs to no longer be listed on the NYSE, this transaction is
technically deemed to constitute a "going-private transaction." As such, the
following sets forth that information required by Schedule 13E-3 that has not
already been set forth in Items 1-12 above. The information set forth in the
Offer to Purchase is incorporated herein by reference to the items required
by Schedule 13E-3.
ITEM 2 OF SCHEDULE 13E-3.
(a) DIVIDENDS ON NOTES. Not applicable.
(b) PRIOR PUBLIC OFFERINGS OF THE NOTES. Not applicable.
(c) PRIOR PURCHASES OF THE NOTES. Not applicable.
ITEM 4 OF SCHEDULE 13E-3.
(a) DIFFERENT TERMS. The terms or arrangements that treat any Holder of
LYONs or Debentures different from other Holders of LYONs or
Debentures are set forth in the Offer to Purchase under the captions
"Special Factors - Adverse Effect of Proposed Amendments on Holders
Who Do Not Tender," "Proposed Amendments to the Indentures" and "The
Tender Offers and Consent Solicitations" which are incorporated
herein by this reference.
(b) APPRAISAL RIGHTS. Holders of LYONs and Debentures do not have
appraisal rights in connection with this transaction. See the
discussion in the Offer to Purchase under the caption "The Tender
Offers and Consent Solicitations - Absence of Appraisal Rights,"
which is incorporated herein by reference.
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(c) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The Company has not
made and does not intend to make any provision in connection with the
Tender Offers to grant unaffiliated security holders access to the
Company's corporate files or to obtain counsel or appraisal services
at the Company's expense.
(d) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5 OF SCHEDULE 13E-3. None, except as disclosed in information
incorporated by reference.
ITEM 7 OF SCHEDULE 13E-3.
(a) PURPOSES. The information set forth in the Offer to Purchase under
the captions "Special Factors" and "The Tender Offers and Consent
Solicitations - Purpose" is incorporated herein by reference.
(b) ALTERNATIVES. Not applicable.
(c) REASONS. The information set forth in the Offer to Purchase under
the captions "Special Factors," "The Company - Planned
Reorganization" and "The Tender Offers and Consent Solicitations -
Purpose" is incorporated herein by reference.
(d) EFFECTS. The information set forth in the Offer to Purchase under
the captions "Special Factors," "The Tender Offers and Consent
Solicitations," "Proposed Amendments to the Indentures" and "Certain
U.S. Federal Income Tax Consequences" is incorporated herein by
reference.
ITEM 8 OF SCHEDULE 13E-3.
(a) FAIRNESS. The information set forth in the Offer to Purchase under
the captions "Special Factors" and "The Tender Offers and Consent
Solicitations - Purpose" is incorporated herein by reference.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set
forth in the Offer to Purchase under the captions "Special Factors"
and "The Tender Offers and Consent Solicitations - Purpose" is
incorporated herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information set forth in the Offer
to Purchase under the captions "Special Factors" and "The Tender
Offers and Consent Solicitations -Conditions" is incorporated herein
by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information set forth in the Offer
to Purchase under the caption "Special Factors" is incorporated
herein by reference.
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(e) APPROVAL OF DIRECTORS. The Rule 13e-3 transaction has been approved
by a majority of the Company's non-employee directors.
(f) OTHER OFFERS. Not applicable.
ITEM 9 OF SCHEDULE 13E-3.
(a) REPORT, OPINION OR APPRAISAL. The Company has not received any
report, opinion or appraisal from an outside party that is materially
related to the Rule 13e-3 transaction. The information set forth in
the Offer to Purchase under the caption "Special Factors" is
incorporated herein by reference.
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. Not
applicable.
(c) AVAILABILITY OF DOCUMENTS. Not applicable.
ITEM 10 OF SCHEDULE 13E-3.
Set forth below is a reasonably itemized list of the expenses the
Company has incurred or expects to incur in connection with this transaction.
The company has paid or will be responsible for paying all of these expenses.
Fees to Dealer-Manager $ 2,300,000
Fees to Information Agent 10,000
Fees to Depositary 15,000
Printing and Mailing Expenses 25,000
Legal and Accounting Fees 120,000
Miscellaneous 30,000
-----------
Total $ 2,500,000
===========
ITEM 12 OF SCHEDULE 13E-3.
(a) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. Not
applicable. To the knowledge of the Company, no executive officer,
director, affiliate or subsidiary beneficially owns any of the
subject securities.
(b) RECOMMENDATIONS OF OTHERS. Not applicable.
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ITEM 14 OF SCHEDULE 13E-3.
Directors, officers and regular employees of the Company (who will not
be specifically compensated for such services), and the Dealer Manager may
contact Holders by mail, telephone, telex, telegram messages, mailgram
messages, datagram messages and personal interviews regarding the Tender
Offers and may request brokers, dealers and other nominees to forward the
Purchase Offer and Consent Solicitation Statement and related materials to
beneficial owners of Notes.
ITEM 16 OF SCHEDULE 13E-3.
The Exhibits required by Schedule 13E-3 to be attached hereto, along
with the exhibits required by Schedule TO, are listed in Item 12 of Schedule
TO above.
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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
----------------------------------
V. Michael Payne
Title: Senior Vice President and Controller
Date: March 27, 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.
(b) None
(c) None
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(d) None
(e) Not required by Schedule TO
(f) None
(g) None
(h) None
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