NOTICE OF GUARANTEED DELIVERY AND CONSENT
to Tender and Give Consent in Respect of
Liquid Yield Option Notes Due 2004 (Zero Coupon - Subordinated)
CUSIP No. 825039 AC 4
of
SHONEY'S, INC.
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THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 14,
2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). HOLDERS OF LYONS MUST TENDER THEIR LYONS (AND NOT HAVE
WITHDRAWN SUCH LYONS) AND PROVIDE CORRESPONDING CONSENTS TO THE PROPOSED
AMENDMENTS (AND NOT HAVE REVOKED SUCH CONSENTS) ON OR PRIOR TO THE EXPIRATION
DATE TO RECEIVE THE TENDER OFFER AND CONSENT CONSIDERATION.
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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 July 18, 2000 (as it may be
supplemented or amended from time to time, the "Statement") 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
Statement, the "Offer") to purchase all of the outstanding LYONs (as defined
below), this form may be used to tender LYONs pursuant to the Offer if
certificates representing LYONs are not immediately available or the
certificates representing LYONs and all other required documents cannot be
delivered to the Depositary on or prior to the Expiration Date (as defined in
the Statement) or if timely compliance with the procedures for delivery by
book-entry transfer of LYONs 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 Statement have the respective meanings set out in the
Statement.
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.
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal and Consent is required to be guaranteed by a
Medallion Signature Guarantor under the instructions thereto, such signature
guarantee must appear in the applicable space provided in the signature box
in the Letter of Transmittal and Consent.
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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 at maturity of Liquid
Yield Option Notes Due 2004 (Zero Coupon - Subordinated) (the "LYONs")
specified below and Consents relating thereto, pursuant to the guaranteed
delivery procedure set forth in the Statement under the caption "The Tender
Offers and Consent Solicitations-Guaranteed Delivery."
IF PRIOR TO THE EXPIRATION DATE, ANY HOLDER TENDERS LYONS 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 LYONS.
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______________________________________ ___________________________________
______________________________________ ___________________________________
Certificate Nos. (if available)
___________________________________
___________________________________
Name(s) of Record Holder(s)
(Please Type or Print)
______________________________________ Address(es) of Holder(s):
Aggregate Principal Amount at Maturity
of LYONs Tendered
__________________________________
___________________________________
___________________________________
Postal/Zip Code
Telephone No.:
(_______)__________________________
(Area Code)
__________________________________
Signature(s)
__________________________________
Date
_________________________________________________________________________
Check box if LYONs 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 and Consents
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 LYONs, in proper form, or to deliver LYONs 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
Statement), and any other required documents, to the principal office of the
Depositary as set forth in the Letter of Transmittal and Consent, 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 LYONs WITH THIS NOTICE. LYONs
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL AND
CONSENT.
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