Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-I Shoney's, Inc. Schedule to and Schedule 13E-3 With 14± 52K
Respect to Shoney's Lyons and Tpi
Debentures
2: EX-1 Exhibit (A)(1) to Schedule to and Schedule 13E-3 52± 203K
3: EX-2 Exhibit (A)(2) to Schedule to and Schedule 13E-3 18± 75K
4: EX-3 Exhibit (A)(3) to Schedule to and Schedule 13E-3 19± 77K
5: EX-4 Exhibit (A)(4) to Schedule to and Schedule 13E-3 4± 17K
6: EX-5 Exhibit (A)(5) to Schedule to and Schedule 13E-3 4± 17K
7: EX-6 Exhibit (A)(6) to Schedule to and Schedule 13E-3 2± 13K
8: EX-7 Exhibit (A)(7) to Schedule to and Schedule 13E-3 3± 14K
9: EX-8 Exhibit (A)(8) to Schedule to and Schedule 13E-3 3± 16K
10: EX-9 Exhibit (A)(9) to Schedule to and Schedule 13E-3 3± 17K
11: EX-10 Exhibit (A)(10) to Schedule to and Schedule 13E-3 4± 20K
12: EX-11 Exhibit (A)(11) to Schedule to and Schedule 13E-3 2± 12K
13: EX-12 Exhibit (B) to Schedule to and Schedule 13E-3 15± 57K
14: EX-13 Exhibit (D)(1) to Schedule to and Schedule 13E-3 6± 29K
15: EX-14 Exhibit (D)(10) to Schedule to and Schedule 13E-3 7± 30K
EX-11 — Exhibit (A)(11) to Schedule to and Schedule 13E-3
SHONEY'S, INC. COMMENCES
TENDER OFFER AND CONSENT SOLICITATION FOR
LIQUID YIELD OPTION NOTES DUE 2004 AND
8-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
Nashville, July 18, 2000 /PRNewswires/ -- Shoney's, Inc. (OTCBB: SHOY)
("Shoney's") today announced the commencement of a cash tender offer to
purchase any and all of the outstanding $177 million principal amount at
maturity of its Liquid Yield Option Notes (the "LYONs") due 2004 and $52
million principal amount of its 8-1/4% Convertible Subordinated Debentures
(the "Debentures") due 2002 (collectively, the "Securities").
The purchase price for the Securities tendered pursuant to the tender offer
shall be equal to, in the case of the Debentures, $691.59 per $1,000.00 of
the principal amount of the Debentures plus any accrued and unpaid interest
on the Debentures and, in the case of the LYONs, $250.00 per $1000.00
principal amount of the LYONs at maturity. The tender offer will expire at
11:59 P.M., New York City time, on August 14, 2000, unless extended. Holders
of the Securities must tender their Securities on or prior to the expiration
date in order to receive the purchase price.
In conjunction with the tender offer, Shoney's is soliciting consents of
registered holders of Securities to certain proposed amendments to the
indentures pursuant to which the Securities were issued. Any Holder who
tenders Securities in the tender offers will be deemed to have given a
corresponding consent, and Notes may not be tendered without giving a
consent.
The tender offer is subject to the satisfaction of certain conditions,
including receipt of financing and the valid tender of at least 90% of the
aggregate principal amount of the LYONs outstanding and at least 90% of the
aggregate principal amount of the Debentures outstanding.
As of July 17, 2000, the Company has received written agreements from holders
of 70% of the LYONs and 73% of the Debentures to tender their Securities
pursuant to the tender offer.
Banc of America Securities LLC is the exclusive dealer manager and D.F. King
& Co., Inc. is the information agent in connection with the tender offer and
consent solicitation for the Securities. The depositary for the tender offer
and consent solicitation is The Bank of New York. Copies of the Offer to
Purchase and Consent Solicitation Statement may be obtained from the
information agent at (888) 242-8157. Additional information concerning the
terms of the tender offer may be obtained by contacting Banc of America
Securities LLC at (888) 292-0070 (toll free) or (704) 388-4813 (collect).
Headquartered in Nashville, Tennessee, Shoney's, Inc. owns, operates and
franchises 1,084 restaurants in 28 states, including 617 Company-owned and
467 franchised restaurants, under the names: Shoney's Restaurants and Captain
D's Seafood Restaurants.
Certain statements in this release are forward-looking statements. All
forward-looking statements involve risks and uncertainties which, in many
cases, are beyond the control of the Company and could cause actual results
to differ materially. The Company undertakes no obligation to update any
forward-looking statements, or to make any other forward looking statements,
whether as a result of new information, future events or otherwise. Further
information on factors which could affect the Company's financial results is
contained in the Company's filings with the Securities and Exchange
Commission, including the ability of management to implement successfully its
strategy for improving Shoney's Restaurants performance, the ability to
effect proposed financings upon terms that are satisfactory to the Company,
the ability to effect asset sales consistent with the projected proceeds and
timing expectations, the results of pending litigation, adequacy of
management personnel resources, shortages of restaurant labor, commodity
price increases, product shortages, adverse general economic conditions,
turnover and a variety of other factors.
Contact: /CONTACT: James Beltrame, Chief Financial Officer, Shoney's (615)
231-2214 or Andrew Karp, Managing Director, Banc of America Securities LLC
(704) 388-4813 or (888) 292-0070.
Dates Referenced Herein and Documents Incorporated by Reference
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