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-5 — Exhibit (A)(5) to Schedule to and Schedule 13E-3
NOTICE OF GUARANTEED DELIVERY AND CONSENT
to Tender and Give Consent in Respect of
8-1/4% Convertible Subordinated Debentures Due 2002
CUSIP No. 872623 AA 1
of
SHONEY'S, INC.
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THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2000,
UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES (AND NOT HAVE
WITHDRAWN SUCH DEBENTURES) AND PROVIDE CORRESPONDING CONSENTS TO THE PROPOSED
AMENDMENTS (AND NOT HAVE REVOKED SUCH CONSENTS) ON OR PRIOR TO THE EXPIRATION
DATE TO RECEIVE THE TENDER OFFER AND CONSENT CONSIDERATION.
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As set forth under the caption "The Tender Offers and Consent
Solicitations-Guaranteed Delivery" in the Purchase Offer and Consent
Solicitation Statement by Shoney's, Inc. dated July 18, 2000 (as it may be
supplemented or amended from time to time, the "Statement") and the related
Letter of Transmittal and Consent (as it may be supplemented or amended from
time to time, the "Letter of Transmittal and Consent," and together with the
Statement, the "Offer") to purchase all of the outstanding Debentures (as
defined below), this form may be used to tender Debentures pursuant to the
Offer if certificates representing Debentures are not immediately available
or the certificates representing Debentures and all other required documents
cannot be delivered to the Depositary on or prior to the Expiration Date (as
defined in the Statement) or if timely compliance with the procedures for
delivery by book-entry transfer of Debentures is not possible. Such properly
completed and duly executed form must be delivered (via mail, hand delivery
or facsimile) to and received by the Depositary on or prior to 11:59 P.M.,
New York City time, on the Expiration Date at the address below and must
include a guarantee by an Eligible Institution.
The terms and conditions of the Offer are incorporated by reference in
this Notice of Guaranteed Delivery and Consent. Capitalized terms used, but
not defined, in this Notice of Guaranteed Delivery and Consent which are
defined in the Statement have the respective meanings set out in the
Statement.
The Depositary for the Offer is
THE BANK OF NEW YORK
By Mail, Overnight Courier or Hand:
101 Barclay Street
Floor 7 East
New York, New York 10286
Attn: Reorganization Section, Kin Lau
By Facsimile for Eligible Institutions: (212) 815-6339
To Confirm by Telephone: (212) 815-3750
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Bankers and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (888) 242-8157
DELIVERY OF THIS INSTRUMENT TO THE DEPOSITARY AT AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY AND
CONSENT OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal and Consent is required to be guaranteed by an
Eligible Institution under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the signature box in the
Letter of Transmittal and Consent.
2
TO: SHONEY'S, INC.
AND TO: THE BANK OF NEW YORK, AS DEPOSITARY
The undersigned hereby tenders to Shoney's, Inc. (the "Company") upon
the terms and subject to the conditions set forth in the Offer, receipt of
which is hereby acknowledged, the principal amount of 8-1/4% Convertible
Subordinated Debentures Due 2002 (the "Debentures") specified below and
Consents relating thereto, pursuant to the guaranteed delivery procedure set
forth in the Statement under the caption "The Tender Offers and Consent
Solicitations-Guaranteed Delivery."
IF PRIOR TO THE EXPIRATION DATE, ANY HOLDER TENDERS DEBENTURES BY SUBMITTING
A NOTICE OF GUARANTEED DELIVERY AND CONSENT SUCH HOLDER WILL BE DEEMED, BY
ACCEPTANCE OF THE OFFER, TO CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT
TO ALL SUCH TENDERED DEBENTURES.
3
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______________________________________ ___________________________________
______________________________________ ___________________________________
Certificate Nos. (if available)
___________________________________
___________________________________
Name(s) of Holder(s)
(Please Type or Print)
________________________________________ Address(es) of Holder(s):
Aggregate Principal Amount of Debentures
Tendered
___________________________________
___________________________________
___________________________________
Postal/Zip Code
Telephone No.:
(_______)__________________________
(Area Code)
__________________________________
Signature(s)
__________________________________
Date
_________________________________________________________________________
Check box if Debentures will be delivered by
Book-entry transfer: [ ]
____________________________________
Transaction Code Number
____________________________________
Name of Tendering Institution
____________________________________
Account No.
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4
GUARANTEE
(Not to be used for signature guarantees)
The undersigned, in the case of Letters of Transmittal and Consents
being submitted to the Depositary, a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office in the United States,
guarantees to deliver to the Depositary either the certificates evidencing
all tendered Debentures, in proper form, or to deliver Debentures pursuant to
the procedures for book-entry transfer in the Depositary's account at The
Depository Trust Company, together with the Letter of Transmittal and Consent
(or a facsimile thereof), properly completed and duly executed, with any
required signature guarantees, or an Agent's Message (as defined in the
Statement), and any other required documents, to the principal office of the
Depositary as set forth in the Letter of Transmittal and Consent, within
three New York Stock Exchange trading days of the date of the execution of
the Notice of Guaranteed Delivery and Consent.
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____________________________________ ________________________________
Name of Firm Authorized Signature
___________________________________
Address Title:__________________________
____________________________________
Postal/Zip Code Name:___________________________
(Please Type or Print)
____________________________________
Telephone No. (Including Area Code)
Dated:______________________,2000
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NOTE: DO NOT SEND CERTIFICATES FOR DEBENTURES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL AND
CONSENT.
5
Dates Referenced Herein and Documents Incorporated by Reference
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