SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
SEPTEMBER 9, 1996
Date of Report (Date of earliest event reported)
SHONEY'S, INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 0-4377 62-0799798
(State or other jurisdiction (Commission (IRS employer
of incorporation file no.) identification no.)
1727 ELM HILL PIKE, NASHVILLE, TENNESSEE 37210
(Address of principal executive offices, including zip code)
(615) 391-5201
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On September 9, 1996, Shoney's, Inc. (the "Company") acquired
substantially all of the assets of TPI Enterprises, Inc. ("Enterprises")
pursuant to that certain Plan of Tax-Free Reorganization Under Section
368(a)(1)(C) of the Internal Revenue Code and Agreement, dated as of March
15, 1996, as amended by Amendments No. 1, No. 2 and No. 3 (the
"Reorganization Agreement"), by and among the Company, TPI Restaurants
Acquisition Corporation, a wholly-owned subsidiary of the Company, and
Enterprises.
The assets acquired pursuant to the Reorganization Agreement consisted
of 100% of the outstanding capital stock of TPI Restaurants, Inc. ("TPIR"),
TPI Insurance, Inc. ("TPII") and TPI Entertainment, Inc. ("TPIE") (TPIR,
TPII, TPIE and the subsidiaries of TPIR are collectively referred to as the
"Acquired Subsidiaries"), intercompany accounts payable and receivable
among Enterprises and its retained subsidiaries and the Acquired
Subsidiaries, and, except as described below, all of the cash and cash
equivalents of Enterprises and each of Enterprises' subsidiaries.
Enterprises retained in the transaction approximately $7,670,000 in cash.
The consideration paid by the Company in the transaction consisted of
the issuance to Enterprises of 6,785,114 shares of the Company's common
stock and the assumption by the Company of certain liabilities and
obligations of Enterprises. The liabilities assumed by the Company
included the Company's payment of indebtedness of Enterprises totaling
approximately $42,870,000, the Company's assumption, by Supplemental
Indenture, of 8.25% Convertible Subordinated Debentures due 2002 in the
aggregate principal amount of $51,563,000, and the Company's issuance of
options to purchase approximately 620,000 shares of the Company's common
stock in exchange for options outstanding under Enterprises' stock option
plans.
Under the Reorganization Agreement, the number of shares of the
Company's common stock issuable to Enterprises in the transaction was
6,612,031, which represented the sum of 5,577,102 (the fixed shares) plus
$10,000,000 divided by the average closing price of the Company's common
stock for the 10 trading day period ending August 16, 1996 ($9.6625),
before certain adjustments. The number of shares was increased by 55,209
shares as a result of the issuance by Enterprises of shares under certain
stock compensation plans since November 7, 1995, and by an additional
117,874 shares as a result of a $1,138,956 reduction in the up to
$7,500,000 of cash that Enterprises was entitled to retain under the
Reorganization Agreement (the "Retained Cash"). Under the Reorganization
Agreement, the amount of Retained Cash was limited to 10% of the value of
the shares issued to Enterprises in the transaction, based on the closing
price of the Company's common stock as of the last trading day before the
closing ($9.3750).
The source of funds for the Company's retirement of Enterprises'
indebtedness was the senior secured bridge loan that the Company obtained
from Canadian Imperial Bank of Commerce ("CIBC") on May 3, 1996. Concurrently
with the closing, the Company borrowed $80,000,000 under that loan. In
addition, the Company obtained letters of credit totaling $10,584,006 under the
Company's Reducing Revolving Credit Agreement with CIBC, as agent, principally
for purposes of replacing Enterprises' letters of credit supporting its
insurance activities, which were acquired by the Company in the transaction.
Prior to the transaction, TPIR was the Company's largest franchisee.
By virtue of the transaction, the Company acquired a total of 176 Shoney's
restaurants and 67 Captain D's restaurants, increasing the number of
Company-owned restaurants in each of those concepts to over 63%.
The transaction was approved by shareholders of the Company at a
Special Meeting of Shareholders held August 21, 1996. Information
concerning the material relationships between Enterprises and the
Company, its directors, officers and their respective associates, was
contained in the Joint Proxy Statement/Prospectus, dated July 22, 1996,
that was distributed to shareholders in connection with that special
meeting, which Joint Proxy Statement/Prospectus formed a part of the
Company's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission ("Commission") on May 21, 1996, as amended by Pre-
effective Amendments No. 1 and No. 2 (Registration No. 333-4201)(the
"Registration Statement").
Item 7. Financial Statements and Exhibits
Financial statements of Enterprises and pro forma financial
information relating to the transaction described in Item 2 above have been
previously filed.
The following documents are filed as exhibits to the Form 8-K:
Exhibit No. 2.1 Plan of Tax-Free Reorganization Under Section
368(a)(1)(C) of the Internal Revenue Code and
Agreement, dated as of March 15, 1996, by and among
Shoney's, Inc., TPI Restaurants Acquisition
Corporation, and TPI Enterprises, Inc. (incorporated by
reference to Exhibit 2 to the Current Report of
Shoney's, Inc. on Form 8-K filed with the Commission on
March 20, 1996)
Exhibit No. 2.2 Amendment No. 1, dated June 14, 1996, to the Plan of
Tax-Free Reorganization Under Section 368(a)(1)(C) of
the Internal Revenue Code and Agreement, dated as of March
15, 1996 by and among Shoney's, Inc., TPI Restaurants
Acquisition Corporation, and TPI Enterprises,
Inc. (incorporated by reference to Exhibit 2.2 of the
Quarterly Report of Shoney's, Inc. on Form 10-Q for the
quarter ended May 12, 1996, as filed with the Commission
on June 25, 1996)
Exhibit No. 2.3 Amendment No. 2, dated July 18, 1996, and Amendment No.3,
dated August 21, 1996, to the Plan of Tax-Free
Reorganization Under Section 368(a)(1)(C) of the
Internal Revenue Code and Agreement, dated as of March
15, 1996 by and among Shoney's, Inc., TPI Restaurants
Acquisition Corporation, and TPI Enterprises, Inc.
(filed herewith)
Exhibit No. 4.1 Indenture, dated as of July 15, 1992, among TPI
Enterprises, Inc., TPI Restaurants, Inc., as Guarantor,
and NationsBank of Tennessee (now The Bank of New York,
as successor trustee), as trustee, relating to 8.25%
Convertible Subordinated Debentures due 2002 (incorporated
by reference to Exhibit 10(a) of the Current Report on Form
8-K of TPI Restaurants, Inc. dated July 29, 1992
(Commission File No. 0-12312))
Exhibit No. 4.2 First Supplemental Indenture, dated as of September 9,
1996, among TPI Enterprises, Inc., TPI Restaurants, Inc.,
as Guarantor, The Bank of New York, as trustee, and
Shoney's, Inc., relating to 8.25% Convertible Subordinated
Debentures due 2002
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.
SHONEY'S, INC.
By:/S/ Gregory A. Hayes
Gregory A. Hayes
Vice President and Controller
Dated: September 11, 1996
EXHIBIT INDEX
Exhibit No. 2.1 Plan of Tax-Free Reorganization Under Section
368(a)(1)(C) of the Internal Revenue Code and
Agreement, dated as of March 15, 1996, by and among
Shoney's, Inc., TPI Restaurants Acquisition
Corporation, and TPI Enterprises, Inc., incorporated by
reference to Exhibit 2 to the Current Report of
Shoney's, Inc. on Form 8-K filed with the Commission on
March 20, 1996
Exhibit No. 2.2 Amendment No. 1, dated June 14, 1996, to the Plan of
Tax-Free Reorganization Under Section 368(a)(1)(C) of
the Internal Revenue Code and Agreement, dated as of
March 15, 1996 by and among Shoney's, Inc., TPI
Restaurants Acquisition Corporation, and TPI Enterprises,
Inc., incorporated by reference to Exhibit 2.2 of the
Quarterly Report of Shoney's, Inc. on Form 10-Q for the
quarter ended May 12, 1996, as filed with the Commission
on June 25, 1996
Exhibit No. 2.3 Amendment No. 2, dated July 18, 1996, and Amendment No. 3,
dated August 21, 1996, to the Plan of Tax-Free
Reorganization Under Section 368(a)(1)(C) of the
Internal Revenue Code and Agreement, dated as of March
15, 1996 by and among Shoney's, Inc., TPI Restaurants
Acquisition Corporation, and TPI Enterprises, Inc.
Exhibit No. 4.1 Indenture, dated as of July 15, 1992, among TPI
Enterprises, Inc., TPI Restaurants, Inc., as Guarantor,
and NationsBank of Tennessee (now The Bank of New York,
as successor trustee), as trustee, relating to 8.25%
Convertible Subordinated Debentures due 2002, incorporated
by reference to Exhibit 10(a) of the Current Report on Form
8-K of TPI Restaurants, Inc. dated July 29, 1992
(Commission File No. 0-12312)
Exhibit No. 4.2 First Supplemental Indenture, dated as of September 9,
1996, among TPI Enterprises, Inc., TPI Restaurants, Inc.,
as Guarantor, The Bank of New York, as trustee, and
Shoney's, Inc., relating to 8.25% Convertible Subordinated
Debentures due 2002