UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 24, 2002
SHONEY'S, INC.
(Exact name of registrant as specified in its charter)
Tennessee 0-4377 62-0799798
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1727 Elm Hill Pike, Nashville, TN 37210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 391-5201
ITEM 5. OTHER EVENTS.
On January 24, 2002, Shoney's, Inc., a Tennessee corporation ("Shoney's"),
Lone Star U.S. Acquisitions LLC, a Delaware limited liability company ("LS"),
U.S. Restaurant Properties Operating Limited Partnership, a Delaware limited
partnership ("USRPOLP" and, with LS, the "Buyers"), and LSF4 Acquisition,
LLC, a Delaware limited liability company (the "Buyer Subsidiary"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to
which the Buyer Subsidiary will merge with and into Shoney's (the "Merger").
Shoney's will be the surviving entity in the Merger (the "Surviving
Corporation").
At the effective time of the Merger (the "Effective Time"), each outstanding
share of Shoney's common stock, par value $1.00 per share ("Shoney's Common
Stock"), will be converted into the right to receive $0.36 per share, and all
of the outstanding membership interests of the Buyer Subsidiary will be
converted into and exchanged for one hundred shares of common stock of the
Surviving Corporation, which shall constitute the only issued and outstanding
shares of capital stock of the Surviving Corporation immediately following
the Effective Time.
Consummation of the Merger is subject to approval of the Merger Agreement by
the holders of at least a majority of the outstanding Shoney's Common Stock
and the satisfaction of other conditions set forth in the Merger Agreement.
In connection with the execution and delivery of the Merger Agreement,
certain of Shoney's directors and executive officers agreed, pursuant to
separate Voting Agreements, to vote all of their shares of Shoney's Common
Stock to approve the Merger Agreement and not to sell any of such shares,
other than pursuant to the Merger. There are 1,848,162 shares of Shoney's
Common Stock subject to such Voting Agreements, which shares represent
approximately 3.6% of the outstanding shares of Shoney's Common Stock as of
January 22, 2002.
Prior to entering into the Merger Agreement, certain affiliates of the Buyers
acquired the outstanding indebtedness under a senior credit facility under
which one of Shoney's subsidiaries, Captain D's, Inc., was indebted (the
"Captain D's Facility"). The Captain D's Facility totaled approximately $135
million and had been scheduled to mature on March 31, 2002. Also prior to
executing the Merger Agreement, the Buyers' affiliates agreed to extend the
maturity of the Captain D's Facility through October 31, 2002 and those
affiliates and Captain D's, Inc. agreed to certain other modifications.
Those modifications are set forth in a fifth amendment to the Captain D's
Facility ("Amendment No. 5").
Each of the preceding descriptions of the Merger Agreement, Voting Agreements
and Amendment No. 5 is qualified in its entirety by reference to the copies
of the Merger Agreement, Voting Agreements, and Amendment No. 5 included as
Exhibits 2.1, 99.1, 99.2 and 99.3 hereto, respectively, and which are
incorporated herein by reference. In addition, Shoney's issued a press
release pertaining to the events set forth herein, which press release is
included as Exhibit 99.4 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: None.
(b) Pro Forma Financial Information: None.
(c) Exhibits: See Exhibit Index immediately following the signature page
hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 31, 2002 SHONEY'S, INC.
By: /s/ F.E. McDaniel, Jr.
----------------------------------------
Name: F.E. McDaniel, Jr.
Title: Secretary, Treasurer and General Counsel
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EXHIBIT INDEX
Exhibit No. Description Page No.
2.1 Agreement and Plan of Merger, dated January 24,
2002, by and among Lone Star U.S. Acquisitions LLC,
U.S. Restaurant Properties Operating Limited
Partnership, LSF4 Acquisition, LLC, and Shoney's,
Inc.
99.1 Voting Agreement, dated as of January 24, 2002,
by and among Shoney's, Inc., LSF4 Acquisition, LLC,
Lone Star U.S. Acquisitions LLC, U.S. Restaurant
Properties Operating Limited Partnership, and the
Shareholders (as defined therein)
99.2 Voting Agreement, dated as of January 24, 2002,
by and among Shoney's, Inc., LSF4 Acquisition, LLC,
Lone Star U.S. Acquisitions LLC, U.S. Restaurant
Properties Operating Limited Partnership, and the
Shareholders (as defined therein)
99.3 Amendment No. 5 to the Credit Agreement, dated
January 24, 2002, by and among Captain D's, Inc.,
the Lenders (as defined therein), Hudson Advisors,
L.L.C., as Administrative Agent, and, for the
limited purposes set forth therein, the Subsidiary
Guarantors (as defined therein)
99.4 Press Release dated January 24, 2002
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