=====================================================
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): March 15, 1996
-----------------
SHONEY'S, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 0-4377 62-0799798
-------------- ----------- -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
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 March 15, 1996, Shoney's, Inc. (the "Company") entered into an
agreement with TPI Enterprises, Inc. ("TPI") whereby the Company agreed
to acquire substantially all of the properties of TPI (including the
outstanding common stock of certain of TPI's subsidiaries). In exchange
for these properties, the Company will issue 5,577,102 shares of its $1.00
par value common stock plus an additional $10 million of the Company's
stock based upon the average per share price of the Company's stock for
the ten trading days immediately preceding the Closing Date. The number
of shares of stock to be issued also is subject to certain adjustments as
set forth in the agreement. In addition, certain specified liabilities
of TPI will be assumed as described in the agreement.
The agreement is subject to a number of contingencies, including
regulatory approvals, approvals of the lenders of each of the Company and
TPI and a vote of the shareholders of each of the Company and TPI.
For a further description of this event, reference is made to
the Plan of Tax-Free Reorganization Under Section 368 (a)(1)(C) of the
Internal Revenue Code and Agreement, a copy of which is attached as
Exhibit 2 to this Current Report on Form 8-K, and to the press release
issued with respect to the transaction, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following are filed as exhibits to this Current Report on
Form 8-K:
Exhibit No. Description
----------- -----------
(2) Plan of Tax-Free Reorganization Under Section 368
(a)(1)(C) of the Internal Revenue Code and Agreement
(99.1) Press Release
-2-
SIGNATURES
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 on this 15th day of
March, 1996.
SHONEY'S, INC.
By: /s/ Gregory A. Hayes
------------------------------
Gregory A. Hayes
Vice President and Controller
-3-