SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.______)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
Shoney's, Inc.
- ----------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRESS RELEASE OF SHONEY'S, INC.
DATED SEPTEMBER 6, 2000
Shoney's, Inc. Makes Announcement Regarding Tender Offer and Consent
Solicitation for Liquid Yield Option Notes Due 2004 And 8-1/4% Convertible
Subordinated Debentures Due 2002
NASHVILLE, Tenn., September 6 /PRNewswire/ -- Shoney's, Inc. (OTC Bulletin
Board: SHOY) (the "Company") today made an announcement concerning its offer
to purchase and solicitation of consents (the "Offer") with respect to its
outstanding $177.36 million principal amount at maturity of its Liquid Yield
Option Notes due 2004 (the "LYONs") and $51.56 million principal amount of
its 8-1/4% Convertible Subordinated Debentures due 2002 (the "Debentures").
As of 1:00 p.m. on Wednesday, September 6, 2000, the previously scheduled
expiration date of the Offer, the Company had received tenders and consents
with respect to $159.14 million aggregate principal amount at maturity of the
LYONs and $46.99 million aggregate principal amount of the Debentures.
As previously announced, the Offer is subject to satisfaction of specified
conditions, including the closing of necessary financing. At this time, all
the material conditions to consummation of the Offer, other than the closing
of financing, have either been satisfied or waived.
The Company expects to close its previously announced financing commitments
and accept for payment all validly tendered Notes today, September 6,
although there can be no assurance to that effect. As extended, the Offer
will now expire at 5:00 p.m. today, Wednesday, September 6, 2000.
The complete terms and conditions of the Offer, all the other terms of which
remain unchanged, are contained in the Company's Purchase Offer and Consent
Solicitation Statement dated July 18, 2000. Copies of the Purchase Offer and
Consent Solicitation Statement may be obtained from D.F. King & Co., Inc.,
the information agent, at 888-242-8157.
Banc of America Securities LLC is the exclusive dealer manager for the tender
offer and consent solicitation. The depositary for the tender offer and
consent solicitation is The Bank of New York. Additional information
concerning the terms of the tender offer may be obtained by contacting Banc
of America Securities LLC at 888-292-0070 (toll free) or 704-388-4813
(collect).
Headquartered in Nashville, Tennessee, Shoney's, Inc. owns, operates and
franchises 1,084 restaurants in 28 states, including 617 Company-owned and
467 franchised restaurants, under the names: Shoney's Restaurants and
Captain D's Seafood Restaurants.
Certain statements in this release are forward-looking statements. All
forward-looking statements involve risks and uncertainties which, in many
cases, are beyond the control of the Company and could cause actual results
to differ materially. The Company undertakes no obligation to update any
forward-looking statements, or to make any other forward looking statements,
whether as a result of new information, future events or otherwise. Further
information on factors which could affect the Company's financial results is
contained in the Company's filings with the Securities and Exchange
Commission, including the ability of management to implement successfully its
strategy for improving Shoney's Restaurants performance, the ability to
effect proposed financings upon terms that are satisfactory to the Company,
the ability to effect asset sales consistent with the projected proceeds and
timing expectations, the results of pending litigation, adequacy of
management personnel resources, shortages of restaurant labor, commodity
price increases, product shortages, adverse general economic conditions,
turnover and a variety of other factors.
SOURCE Shoney's, Inc.
/CONTACT: James M. Beltrame, Chief Financial Officer, Shoney's, Inc., 615-
231-2214; or Andrew Karp, Managing Director, Banc of America Securities LLC,
704-388-4813, or 888-292-0070/
PRESS RELEASE OF SHONEY'S, INC.
DATED SEPTEMBER 6, 2000
Shoney's, Inc. Makes Announcement Regarding Tender Offer and Consent
Solicitation for Liquid Yield Option Notes Due 2004 And 8-1/4% Convertible
Subordinated Debentures Due 2002
NASHVILLE, Tenn., September 6 /PRNewswire/ -- Shoney's, Inc. (OTC Bulletin
Board: SHOY) (the "Company") today made an announcement concerning its offer
to purchase and solicitation of consents (the "Offer") with respect to its
outstanding $177.36 million principal amount at maturity of its Liquid Yield
Option Notes due 2004 (the "LYONs") and $51.56 million principal amount of
its 8-1/4% Convertible Subordinated Debentures due 2002 (the "Debentures").
As of 5:00 p.m. on Wednesday, September 6, 2000, the previously scheduled
expiration date of the Offer, the Company had received tenders and consents
with respect to $159.65 million, or 90%, aggregate principal amount at
maturity of the LYONs and $46.48 million, or 90.1%, aggregate principal
amount of the Debentures.
As previously announced, the Offer is subject to satisfaction of specified
conditions, including the closing of necessary financing. At this time, all
the material conditions to consummation of the Offer, other than the closing
of financing, have either been satisfied or waived.
The Company expects to close its previously announced financing commitments
and accept for payment all validly tendered Notes today, September 6,
although there can be no assurance to that effect. As extended, the Offer
will now expire at 9:00 p.m. today, Wednesday, September 6, 2000.
The complete terms and conditions of the Offer, all the other terms of which
remain unchanged, are contained in the Company's Purchase Offer and Consent
Solicitation Statement dated July 18, 2000. Copies of the Purchase Offer and
Consent Solicitation Statement may be obtained from D.F. King & Co., Inc.,
the information agent, at 888-242-8157.
Banc of America Securities LLC is the exclusive dealer manager for the tender
offer and consent solicitation. The depositary for the tender offer and
consent solicitation is The Bank of New York. Additional information
concerning the terms of the tender offer may be obtained by contacting Banc
of America Securities LLC at 888-292-0070 (toll free) or 704-388-4813
(collect).
Headquartered in Nashville, Tennessee, Shoney's, Inc. owns, operates and
franchises 1,084 restaurants in 28 states, including 617 Company-owned and
467 franchised restaurants, under the names: Shoney's Restaurants and
Captain D's Seafood Restaurants.
Certain statements in this release are forward-looking statements. All
forward-looking statements involve risks and uncertainties which, in many
cases, are beyond the control of the Company and could cause actual results
to differ materially. The Company undertakes no obligation to update any
forward-looking statements, or to make any other forward looking statements,
whether as a result of new information, future events or otherwise. Further
information on factors which could affect the Company's financial results is
contained in the Company's filings with the Securities and Exchange
Commission, including the ability of management to implement successfully its
strategy for improving Shoney's Restaurants performance, the ability to
effect proposed financings upon terms that are satisfactory to the Company,
the ability to effect asset sales consistent with the projected proceeds and
timing expectations, the results of pending litigation, adequacy of
management personnel resources, shortages of restaurant labor, commodity
price increases, product shortages, adverse general economic conditions,
turnover and a variety of other factors.
SOURCE Shoney's, Inc.
/CONTACT: James M. Beltrame, Chief Financial Officer, Shoney's, Inc., 615-
231-2214; or Andrew Karp, Managing Director, Banc of America Securities LLC,
704-388-4813, or 888-292-0070/
PRESS RELEASE OF SHONEY'S, INC.
DATED SEPTEMBER 6, 2000
Shoney's, Inc. Makes New Announcement Regarding Tender Offer and Consent
Solicitation for Liquid Yield Option Notes Due 2004 And 8-1/4% Convertible
Subordinated Debentures Due 2002
NASHVILLE, Tenn., September 6 /PRNewswire/ -- Shoney's, Inc. (OTC Bulletin
Board: SHOY) (the "Company") today made an announcement concerning its offer
to purchase and solicitation of consents (the "Offer") with respect to its
outstanding $177.36 million principal amount at maturity of its Liquid Yield
Option Notes due 2004 (the "LYONs") and $51.56 million principal amount of
its 8-1/4% Convertible Subordinated Debentures due 2002 (the "Debentures").
As of 9:00 p.m. on Wednesday, September 6, 2000, the previously scheduled
expiration date of the Offer, the Company had received tenders and consents
with respect to $159.65 million, or 90%, aggregate principal amount at
maturity of the LYONs and $46.48 million, or 90.1%, aggregate principal
amount of the Debentures.
As previously announced, the Offer is subject to satisfaction of specified
conditions, including the closing of necessary financing. At this time, all
the material conditions to consummation of the Offer, other than the closing
of financing, have either been satisfied or waived.
The Company expects to close its previously announced financing commitments
and accept for payment all validly tendered Notes today, September 6,
although there can be no assurance to that effect. As extended, the Offer
will now expire at 11:00 p.m. today, Wednesday, September 6, 2000.
The complete terms and conditions of the Offer, all the other terms of which
remain unchanged, are contained in the Company's Purchase Offer and Consent
Solicitation Statement dated July 18, 2000. Copies of the Purchase Offer and
Consent Solicitation Statement may be obtained from D.F. King & Co., Inc.,
the information agent, at 888-242-8157.
Banc of America Securities LLC is the exclusive dealer manager for the tender
offer and consent solicitation. The depositary for the tender offer and
consent solicitation is The Bank of New York. Additional information
concerning the terms of the tender offer may be obtained by contacting Banc
of America Securities LLC at 888-292-0070 (toll free) or 704-388-4813
(collect).
Headquartered in Nashville, Tennessee, Shoney's, Inc. owns, operates and
franchises 1,084 restaurants in 28 states, including 617 Company-owned and
467 franchised restaurants, under the names: Shoney's Restaurants and
Captain D's Seafood Restaurants.
Certain statements in this release are forward-looking statements. All
forward-looking statements involve risks and uncertainties which, in many
cases, are beyond the control of the Company and could cause actual results
to differ materially. The Company undertakes no obligation to update any
forward-looking statements, or to make any other forward looking statements,
whether as a result of new information, future events or otherwise. Further
information on factors which could affect the Company's financial results is
contained in the Company's filings with the Securities and Exchange
Commission, including the ability of management to implement successfully its
strategy for improving Shoney's Restaurants performance, the ability to
effect proposed financings upon terms that are satisfactory to the Company,
the ability to effect asset sales consistent with the projected proceeds and
timing expectations, the results of pending litigation, adequacy of
management personnel resources, shortages of restaurant labor, commodity
price increases, product shortages, adverse general economic conditions,
turnover and a variety of other factors.
SOURCE Shoney's, Inc.
/CONTACT: James M. Beltrame, Chief Financial Officer, Shoney's, Inc., 615-
231-2214; or Andrew Karp, Managing Director, Banc of America Securities LLC,
704-388-4813, or 888-292-0070/
PRESS RELEASE OF SHONEY'S, INC.
DATED SEPTEMBER 6, 2000
SHONEY'S, INC. COMPLETES TENDER OFFERS
NASHVILLE, Tenn., September 6, 2000 /PRNewswire/ -- Shoney's, Inc. (OTC
Bulletin Board: SHOY) ("Shoney's") today announced that it has accepted for
payment all of the validly tendered and not withdrawn Liquid Yield Option
Notes due 2004 (the "LYONs") and 8-1/4% Convertible Subordinated Debentures
due 2002 (the "Debentures") (collectively, the "Securities"). The tender
offers expired at 11:00 p.m., New York City time, on September 6, 2000.
Shoney's has been advised by the depositary for the tender offers that, as of
the expiration of the tender offer, approximately $159,650,000 principal
amount at maturity of the LYONs and $46,480,000 principal amount of the
Debentures had been validly tendered and not withdrawn pursuant to the tender
offers (including approximately $619,000 principal amount at maturity of the
LYONs and $195,000 principal amount of the Debentures tendered pursuant to
the procedures for guaranteed delivery), which constitutes approximately
90.0% of the outstanding principal amount at maturity of the LYONs and 90.1%
of the outstanding principal amount of the Debentures. Cash payments for
tendered Securities are expected to commence promptly.
Headquartered in Nashville, Tennessee, Shoney's, Inc. owns, operates and
franchises 1,084 restaurants in 28 states, including 617 Company-owned and
467 franchised restaurants, under the names: Shoney's Restaurants and
Captain D's Seafood Restaurants.
SOURCE Shoney's, Inc.
/CONTACT: James M. Beltrame, Chief Financial Officer, Shoney's, Inc., 615-
231-2214; or Andrew Karp, Managing Director, Banc of America Securities LLC,
704-388-4813, or 888-292-0070/