NOTICE OF GUARANTEED DELIVERY AND CONSENT
to Tender and Give Consent in Respect of
8-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
CUSIP NO. 872623 AA 1
of
SHONEY'S, INC.
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THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON APRIL 24, 2000,
UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES ON OR PRIOR TO
THE EXPIRATION DATE TO RECEIVE THE TENDER OFFER CONSIDERATION. THE CONSENT
SOLICITATION WITH RESPECT TO THE DEBENTURES WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON APRIL 10, 2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS IT
MAY BE EXTENDED, THE "TPI CONSENT DEADLINE"). TO RECEIVE A CONSENT PAYMENT,
HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES AND PROVIDE THEIR CONSENTS
TO THE PROPOSED AMENDMENTS (AND NOT HAVE REVOKED SUCH CONSENTS) AT OR PRIOR
TO THE TPI CONSENT DEADLINE.
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As set forth under the caption "The Tender Offers and Consent
Solicitations-Guaranteed Delivery" in the Purchase Offer and Consent
Solicitation Statement by Shoney's, Inc. dated March 27, 2000 (as it may be
supplemented or amended from time to time, the "Purchase Offer") and the
related Letter of Transmittal and Consent (as it may be supplemented or
amended from time to time, the "Letter of Transmittal and Consent," and
together with the Purchase Offer, the "Offer") to purchase all of the
outstanding Debentures (as defined below), this form may be used to tender
Debentures pursuant to the Offer after the TPI Consent Deadline if
certificates representing Debentures are not immediately available or the
certificates representing Debentures and all other required documents cannot
be delivered to the Depositary on or prior to the Expiration Date (as defined
in the Purchase Offer) or if timely compliance with the procedures for
delivery by book-entry transfer of Debentures is not possible. Such properly
completed and duly executed form must be delivered (via mail, hand delivery
or facsimile) to and received by the Depositary on or prior to 11:59 P.M.,
New York City time, on the Expiration Date at the address below and must
include a guarantee by an Eligible Institution.
The terms and conditions of the Offer are incorporated by reference in
this Notice of Guaranteed Delivery and Consent. Capitalized terms used, but
not defined, in this Notice of Guaranteed Delivery and Consent which are
defined in the Purchase Offer have the respective meanings set out in the
Purchase Offer.
THE DEPOSITARY FOR THE OFFER IS
THE BANK OF NEW YORK
BY MAIL, OVERNIGHT COURIER OR HAND:
101 Barclay Street
Floor 7 East
New York, New York 10286
Attn: Reorganization Section, Kin Lau
By Facsimile for Eligible Institutions: (212) 815-6339
To Confirm by Telephone: (212) 815-3750
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Bankers and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (888) 242-8157
DELIVERY OF THIS INSTRUMENT TO THE DEPOSITARY AT AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY AND
CONSENT OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
HOLDERS SHOULD NOTE THAT THE PROCEDURES DESCRIBED HEREIN ARE NOT AVAILABLE
UNTIL AFTER THE TPI CONSENT DEADLINE AND THAT TENDERS PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES WILL NOT BE ACCEPTED PRIOR TO THAT TIME OR
ENTITLE A HOLDER TO RECEIVE A CONSENT PAYMENT,
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an Eligible
Institution under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box in the Letter of
Transmittal.
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TO: SHONEY'S, INC.
AND TO: THE BANK OF NEW YORK, AS DEPOSITARY
The undersigned hereby tenders to Shoney's, Inc. (the "Company") upon
the terms and subject to the conditions set forth in the Offer, receipt of
which is hereby acknowledged, the principal amount of 8-1/4% Convertible
Subordinated Debentures Due 2002 (the "Debentures") specified below and
Consents relating thereto, pursuant to the guaranteed delivery procedure set
forth in the Purchase Offer under the caption "The Tender Offers and Consent
Solicitations-Guaranteed Delivery."
IF PRIOR TO THE EXPIRATION DATE, ANY HOLDER TENDERS DEBENTURES BY SUBMITTING
A NOTICE OF GUARANTEED DELIVERY AND CONSENT SUCH HOLDER WILL BE DEEMED, BY
ACCEPTANCE OF THE OFFER, TO CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT
TO ALL SUCH TENDERED DEBENTURES.
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______________________________________ ___________________________________
______________________________________ ___________________________________
Certificate Nos. (if available)
___________________________________
___________________________________
Name(s) of Holder(s)
(Please Type or Print)
________________________________________ Addresses of Holder(s):
Aggregate Principal Amount of Debentures
Tendered
____________________________________
_____________________________________
_____________________________________
Postal/Zip Code
Telephone No.:
(_______)____________________________
(Area Code)
____________________________________
Signature(s)
____________________________________
Date
_________________________________________________________________________
Check box if Debentures will be delivered by
Book-entry transfer: [ ]
____________________________________
Transaction Code Number
____________________________________
Name of Tendering Institution
____________________________________
Account No.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, in the case of Letters of Transmittal being submitted
to the Depositary, a member of a registered national securities exchange or
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office in the United States, guarantees to deliver to
the Depositary either the certificates evidencing all tendered Debentures, in
proper form, or to deliver Debentures pursuant to the procedures for book-
entry transfer in the Depositary's account at The Depository Trust Company,
together with the Letter of Transmittal and Consent (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
or an Agent's Message (as defined in the Purchase Offer), and any other
required documents, to the principal office of the Depositary as set forth in
the Letter of Transmittal, within three New York Stock Exchange trading days
of the date of the execution of the Notice of Guaranteed Delivery and
Consent.
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____________________________________ ________________________________
Name of Firm Authorized Signature
___________________________________
Address Title:_________________________
____________________________________
Postal/Zip Code Name___________________________
(Please Type or Print)
____________________________________
Telephone No. (including Area Code)
Dated:______________________,2000
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NOTE: DO NOT SEND CERTIFICATES FOR DEBENTURES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL
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