SHONEY'S, INC.
Offer to Purchase for Cash and Solicitation of Consents
Relating to its
8-1/4% Convertible Subordinated Debentures Due 2002
CUSIP No. 872623 AA 1
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THIS 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 DEBENTURES MUST TENDER THEIR DEBENTURES (AND
NOT HAVE WITHDRAWN SUCH DEBENTURES) AND PROVIDE CORRESPONDING CONSENTS TO THE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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July 18, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Shoney's, Inc., a Tennessee corporation (the "Company"), is offering
to purchase for cash, on the terms and subject to the conditions set forth in
the Purchase Offer and Consent Solicitation Statement 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"), all of its outstanding 8-1/4%
Convertible Subordinated Debentures due 2002 (the "Debentures"). Enclosed
for your consideration are copies of the Statement and Letter of Transmittal
and Consent. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Statement.
In conjunction with the Offer, the Company also is soliciting
consents (the "Solicitation") from holders of the Debentures (each, a
"Holder" and, collectively, the "Holders") of at least a majority of the
aggregate principal amount of the outstanding Debentures (the "Consents") to
the proposed amendments described in the Statement (the "Proposed
Amendments") to the Indenture dated as of July 15, 1992, as amended by a
First Supplemental Indenture dated as of September 6, 1996, between and
among the Company (as successor to TPI Enterprises, Inc.), TPI Restaurants,
Inc., as guarantor (the "Guarantor"), and The Bank of New York, as trustee
(the "Trustee"), pursuant to which the Debentures were issued (the
"Indenture"). The Proposed Amendments would: (i) eliminate substantially all
of the covenants in the Indenture other than the covenants requiring payment
of interest on and principal of the Debentures when due, requiring the
maintenance of an office for purposes of making payment on the Debentures,
providing for certain duties on the paying agent for the Debentures and
requiring the Company and the Guarantor to make certain certifications to the
Trustee, (ii) remove limitations on the ability of the Company and the
Guarantor to consolidate with or merge into, or to sell, convey, transfer,
lease or otherwise dispose of its properties and assets substantially as an
entirety to, another Person (as defined in the Indenture) or to permit
another Person to consolidate with or merge into, or to sell, convey,
transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to the Company and the Guarantor, and (iii)
eliminate certain Events of Default under the Indenture.
For your information and for forwarding to your clients for whom you
hold the Debentures registered in your name or in the name of your nominee,
we are enclosing the following documents:
1. The Statement;
2. A Letter of Transmittal and Consent for the Debentures for your use
and for the information of your clients, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9 providing information relating to backup U.S. federal income tax
withholding;
3. A printed form of letter, including a Letter of Instructions, which
may be sent to your clients for whose accounts you hold Debentures
registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the
Offer;
4. A Notice of Guaranteed Delivery and Consent to be used in tendering
Debentures if certificates for the Debentures are not lost but are
not immediately available, or if the procedure for book-entry
transfer cannot be completed on or before the Expiration Date; and
5. A return envelope addressed to The Bank of New York, the Depositary.
DTC participants will be able to execute tenders and deliver Consents
with respect to such tenders through the DTC Automated Tender Offer Program.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN
THEIR INSTRUCTIONS.
Any inquiries you may have with respect to the Offer should be addressed
to D.F. King & Co., Inc., the Information Agent for the Offer, or Banc of
America Securities LLC, the Dealer Manager for the Offer, at their respective
addresses and telephone numbers as set forth on the back cover of the
enclosed Statement. Additional copies of the enclosed materials may be
obtained from the Information Agent or the Dealer Manager.
Very truly yours,
SHONEY'S, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, TPI RESTAURANTS, INC., THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
IMPORTANT: THE LETTER OF TRANSMITTAL AND CONSENT (OR A FACSIMILE THEREOF),
WITH ANY REQUIRED SIGNATURE GUARANTEES, TOGETHER WITH THE DEBENTURES AND ALL
OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY AND CONSENT,
MUST BE RECEIVED BY THE DEPOSITARY AT OR PRIOR TO 11:59 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE IN ORDER FOR HOLDERS TO RECEIVE THE TENDER OFFER
AND CONSENT CONSIDERATION.
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