UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] 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:
Common Stock, $1.00 par value per share, of Shoney's, Inc.
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(2) Aggregate number of securities to which transaction applies:
52,031,248 shares
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(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):
The filing fee was determined based upon the product of
52,031,248 shares of Shoney's common stock and the merger
consideration of $0.36 per share in cash. In accordance
with Exchange Act Rule 0-11, the filing fee was determined
by multiplying the amount calculated pursuant to the
preceding sentence by 1/50 of one percent.
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(4) Proposed maximum aggregate value of transaction:
$18,731,249.28
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(5) Total fee paid: $3,746.25
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[X ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[Material to be sent to employee shareholders via e-mail and posted on
company internal website on or about March 29, 2002]
To all employee shareholders of Shoney's, Inc.:
The proxy material concerning Lone Star's proposed acquisition of Shoney's,
Inc. should have been received by all shareholders by this time. The proxy
statement has a great deal of information concerning the proposed
transaction. We urge you to review it thoroughly. Along with the proxy
statement, there is a proxy card for you to use to indicate your vote. The
instructions are simple and you may use the proxy card to make your
selection. In addition to the proxy card, there are two other ways to
indicate your vote. You may vote by phone by calling 800-790-3272 or you may
vote by using the internet web site. The internet web site is:
http://proxy.georgeson.com.
The Board of Directors of Shoney's, Inc. recommends that you vote FOR the
merger. This is an important step in the history of our Company and we urge
you to make your election as soon as you have thoroughly reviewed the proxy
material.