SHONEY'S, INC.
Offer to Purchase for Cash and Solicitation of Consents
Relating to its
8-1/4 % CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
CUSIP NO. 872623 AA 1
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THIS OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON APRIL 24, 2000,
UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES ON OR PRIOR TO
THE EXPIRATION DATE TO RECEIVE THE TENDER OFFER CONSIDERATION. THE CONSENT
SOLICITATION WITH RESPECT TO THE DEBENTURES WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON APRIL 10, 2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS IT
MAY BE EXTENDED, THE "TPI CONSENT DEADLINE"). TO RECEIVE A CONSENT PAYMENT,
HOLDERS OF DEBENTURES MUST TENDER THEIR DEBENTURES AND PROVIDE THEIR CONSENTS
TO THE PROPOSED AMENDMENTS (AND NOT HAVE REVOKED SUCH CONSENTS) AT OR PRIOR
TO THE TPI CONSENT DEADLINE.
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March 27, 2000
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Shoney's, Inc., a Tennessee corporation (the "Company"), is offering to
purchase for cash, on the terms and subject to the conditions set forth in
the Purchase Offer and Consent Solicitation Statement dated March 27, 2000
(as it may be supplemented or amended from time to time, the "Purchase
Offer") 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 Purchase Offer, the "Offer"), all of its
outstanding 8 1/4% Convertible Subordinated Debentures due July 15, 2002 (the
"Debentures"). Enclosed for your consideration are copies of the Purchase
Offer and Letter of Transmittal and Consent. Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Offer.
In conjunction with the Offer, the Company also is soliciting consents
(the "Solicitation") from holders of the Debentures (each, a "Holder" and,
collectively, the "Holders") of at least a majority of the aggregate
principal amount at maturity of the outstanding Debentures (the "Consents")
to the proposed amendments described in the Purchase Offer (the "Proposed
Amendments") to the Indenture dated as of July 15, 1992, as amended by a
First Supplemental Indenture dated as of September 6, 1996, between and among
the Company (as successor to TPI Enterprises, Inc.), TPI Restaurants, Inc.,
as guarantor, and The Bank of New York, as trustee (the "Trustee"), pursuant
to which the Debentures were issued (the "Indenture"). The Proposed
Amendments would: (i) eliminate substantially all of the covenants in the
Indenture other than the covenants requiring payment of interest on and
principal of the Debentures when due, requiring the maintenance of an office
for purposes of making payment on the Debentures, providing for certain
duties on the paying agent for the Debentures and requiring the Company and
the Guarantor to make certain certifications to the Trustee, (ii) remove
limitations on the ability of the Company and the Guarantor to consolidate
with or merge into, or to sell, convey, transfer, lease or otherwise dispose
of its properties and assets substantially as an entirety to, another Person
(as defined in the Indenture) or to permit another Person to consolidate with
or merge into, or to sell, convey, transfer, lease or otherwise dispose of
its properties and assets substantially as an entirety to the Company and the
Guarantor, and (iii) eliminate certain Events of Default under the Indenture.
For your information and for forwarding to your clients for whom you
hold the Debentures registered in your name or in the name of your nominee,
we are enclosing the following documents:
1. The Purchase Offer;
2. A Letter of Transmittal and Consent for the Debentures for
your use and for the information of your clients, together
with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating
to backup U.S. federal income tax withholding;
3. A printed form of letter, including a Letter of
Instructions, which may be sent to your clients for whose
accounts you hold Debentures registered in your name or in
the name of your nominee, with space provided for obtaining
such clients' instructions with regard to the Offer; and
4. A Notice of Guaranteed Delivery and Consent to be used in
tendering Debentures if certificates for the Debentures are
not lost but are not immediately available, or if the
procedure for book-entry transfer cannot be completed on or
before the Expiration Date.
5. A return envelope addressed to The Bank of New York, the
Depositary.
DTC participants will be able to execute tenders and deliver Consents
through the DTC Automated Tender Offer Program.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN
THEIR INSTRUCTIONS.
Any inquiries you may have with respect to the Offer should be addressed
to X.X. Xxxx & Co., Inc., the Information Agent for the Offer, or Banc of
America Securities LLC, the Dealer Manager for the Offer, at their respective
addresses and telephone numbers as set forth on the back cover of the
enclosed Purchase Offer. Additional copies of the enclosed materials may be
obtained from the Information Agent or the Dealer Manager.
Very truly yours,
SHONEY'S, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, TPI RESTAURANTS, INC., THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
IMPORTANT: THE LETTER OF TRANSMITTAL AND CONSENT (OR A FACSIMILE THEREOF),
WITH ANY REQUIRED SIGNATURE GUARANTEES, TOGETHER WITH THE DEBENTURES AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY AT OR PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE TPI CONSENT DEADLINE IN ORDER FOR
HOLDERS TO RECEIVE THE CONSENT PAYMENT. THE LETTER OF TRANSMITTAL AND
CONSENT (OR A FACSIMILE THEREOF), TOGETHER WITH THE DEBENTURES AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY AND CONSENT, MUST BE
RECEIVED BY THE DEPOSITARY AT OR PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE IN ORDER FOR HOLDERS TO RECEIVE THE TENDER OFFER
CONSIDERATION.
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