Exhibit No. 2.3
AMENDMENT NO. 2 TO
PLAN OF TAX-FREE REORGANIZATION UNDER
SECTION 368(a)(1)(C)
OF THE INTERNAL REVENUE CODE
AND AGREEMENT
This Amendment No. 2 ("Amendment"), dated July 18, 1996, amends the
Plan of Tax-Free Reorganization under Section 368(a)(1)(C) of the Internal
Revenue Code and Agreement ("Agreement") made and entered into as of the
15th day of March, 1996, as amended by Amendment No. 1, dated June 14,
1996, by and among Shoney's, Inc., a Tennessee corporation, ("Shoney's"),
TPI Restaurants Acquisition Corporation, a Tennessee corporation ("TPAC"),
and TPI Enterprises, Inc., a New Jersey corporation ("Enterprises").
WHEREAS, the parties mutually desire to change the period for
determining the Average Closing Market Price, as that term is used in the
Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, Shoney's, TPAC and Enterprises agree as follows:
1. AMENDMENT TO ARTICLE I. The definition of "AVERAGE CLOSING
MARKET PRICE" appearing in ARTICLE I of the Agreement is hereby amended to
read in its entirety as follows:
"AVERAGE CLOSING MARKET PRICE" means the average per
share price of the last trade of Shoney's Common Stock
on the NYSE as reported by The Wall Street Journal for
the ten trading days ending on the third business day
immediately preceding the date on which the meetings of
shareholders of Enterprises and Shoney's are convened
in accordance with Section 7.3 of this Agreement; provided,
however, that, if there shall be any material alteration
in the present system of reporting sales of Shoney's Common
Stock, or if Shoney's Common Stock shall no longer be listed
on the NYSE, the market value per share of the Shoney's
Common Stock as of a particular date shall be determined in
such a method as may be mutually agreeable to the parties.
2. SCHEDULING SHAREHOLDERS' MEETINGS. Shoney's and Enterprises
agree to coordinate the meetings of their respective shareholders to be
held pursuant to Section 7.3 of the Agreement so that such meetings will be
convened on the same date.
3. REAFFIRMATION OF OTHER TERMS AND CONDITIONS. Except as modified
by this Amendment, all other terms and conditions of the Agreement, as in
effect prior to the execution of this Amendment, shall remain in full force
and effect and the same are hereby reaffirmed and ratified as if fully set
forth herein.
IN WITNESS WHEREOF, Shoney's, Enterprises and TPAC have caused this
Amendment No. 2 to the Agreement to be signed by their respective officers
thereunto duly authorized, on this 18th day of July, 1996.
TPI ENTERPRISES, INC.
By: /S/ J. GARY SHARP
J. Gary Sharp, President and CEO
SHONEY'S, INC.
By: /S/ W. CRAIG BARBER
W. Craig Barber, Senior Executive Vice
President and Chief Financial Officer
TPI RESTAURANTS ACQUISITION CORP.
By: /S/ W. CRAIG BARBER
W. Craig Barber, Vice President
AMENDMENT NO. 3 TO
PLAN OF TAX-FREE REORGANIZATION UNDER
SECTION 368(a)(1)(C)
OF THE INTERNAL REVENUE CODE
AND AGREEMENT
This Amendment No. 3 ("Amendment"), dated August 21, 1996, amends
the Plan of Tax-Free Reorganization under Section 368(a)(1)(C) of the
Internal Revenue Code and Agreement dated March 15, 1996, as amended by
Amendment No. 1 and Amendment No. 2 thereto (as heretofore amended, the
"Agreement"), by and among Shoney's, Inc., a Tennessee corporation,
("Shoney's"), TPI Restaurants Acquisition Corporation, a Tennessee
corporation ("TPAC"), and TPI Enterprises, Inc., a New Jersey corporation
("Enterprises").
Except as otherwise provided herein, capitalized terms used in
this Amendment have the meanings ascribed to them in the Agreement.
WHEREAS, the parties mutually desire to extend the Termination
Date, as that term is used in the Agreement, from August 30, 1996 to
September 9, 1996;
NOW, THEREFORE, in consideration of the foregoing and other good
and valuable consideration, Shoney's, TPAC and Enterprises agree as
follows:
1. AMENDMENT TO ARTICLE I. The definition of "Termination
Date" appearing in ARTICLE I of the Agreement is hereby amended to read in
its entirety as follows:
"TERMINATION DATE" means September 9, 1996.
2. CONSENT. Enterprises consents to the amendment of Shoney's
Charter to increase to 200 million the number of authorized shares of
Shoney's Common Stock, the amendment of Shoney's Stock Plan and the grant
of performance based options covering as many as 2,650,000 shares of
Shoney's Common Stock, as contemplated and described in the Proxy
Statement.
3. REAFFIRMATION OF OTHER TERMS AND CONDITIONS. Except as
modified by this Amendment, all other terms and conditions of the
Agreement, as in effect prior to the execution of this Amendment, shall
remain in full force and effect and the same are hereby reaffirmed and
ratifed as if fully set forth herein.
IN WITNESS WHEREOF, Shoney's, Enterprises and TPAC have caused
this Amendment No. 3 to the Agreement to be signed by their respective
officers thereunto duly authorized, on this 21st day of August, 1996.
TPI ENTERPRISES, INC.
By: /S/ J. GARY SHARP
J. Gary Sharp, President and CEO
SHONEY'S, INC.
By: /S/ W. CRAIG BARBER
W. Craig Barber, Senior Executive Vice
President and Chief Financial Officer
TPI RESTAURANTS ACQUISITION CORP.
By: /S/ W. CRAIG BARBER
W. Craig Barber, Vice President