EXHIBIT 1
Joint Filing Agreement
(Pursuant to Rule 13d-1(f))
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock of
Shoney's, Inc., and further agree that this Joint Filing Agreement be
included as an exhibit to such joint filing. Each party to this Joint
Filing Agreement expressly authorizes Xxxxxxx X. Xxxxxxxxxx to file on such
party's behalf any and all amendments to such Statement. Each such party
undertakes to notify Xxxxxxx X. Xxxxxxxxxx of any changes giving rise to an
obligation to file an amendment to Schedule 13D and it is understood that
in connection with this Statement and all amendments thereto each such
party shall be responsible only for information supplied by such party.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 25th day of July, 1997.
/s/ Xxxxx X. Xxxxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxxxxx
/s/ Xxxxx Xxxxxxxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx Corporation
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxxx,
President
Xxxxxxxxxx Ventures L.P.
By: Xxxxxxxxxx Corporation,
General Partner
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxxx,
President
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Exhibit Index on Page 12
EXHIBIT 2
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
SHONEY'S, INC., )
)
Plaintiff and Counterdefendant, )
)
v. )
)
XXXXXXX X. XXXXXXXXXX and )
XXXXX X. XXXXXXXXXX, )
) Civil Action No. 3-97-0686
Defendants, Counterplaintiffs and )
Third-Party Plaintiffs, )
)
v. )
)
C. XXXXXXX XXXX, XXXXXX X. )
XXXXXXXX, XXXXXX X. XXXXXX, )
XXXXXXXX X. XXXXXXX and )
H. XXX XXXXXX, XX. )
)
Third-Party Defendants. )
AGREED ORDER
------------
WHEREAS, Xxxxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxxxxx (collectively,
the "Schoenbaums") have filed a motion for a preliminary injunction seeking to
require Shoney's, Inc. ("Shoney's") to hold a special meeting of shareholders on
August 19, 1997; and
WHEREAS, in response to demands by more than 10% of the outstanding
shares of Shoney's common stock delivered to Shoney's on July 16, 1997, on
July 22, 1997, the Special Committee of the Board of Directors set the date of
the special meeting of Shoney's shareholders as September 25, 1997 and set the
close of business on August 11, 1997 as the record date for said special
meeting; and
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Exhibit Index on Page 12
WHEREAS, the Schoenbaums have requested that the aforesaid dates not be
changed without order of the Court; and
WHEREAS, Shoney's is agreeable to such request; and
WHEREAS, the Schoenbaums have requested the production of certain
corporate records by Shoney's; and
WHEREAS, (i) Shoney's has agreed to produce the corporate records
specified in the letter of its counsel dated July 21, 1997, (ii) Shoney's has
agreed to promptly furnish to the Xxxxxxxxxx'x all modifications, additions,
deletions or amendments to such corporate records to the extent such documents
are obtained by Shoney's, its agents or representatives, through the date of the
special meeting of shareholders; and (iii) Shoney's has agreed to furnish the
Daily Transfer List and the Cede List (as such terms are used in the July 21,
1997 letter of Shoney's counsel) on a weekly basis through the date of the
special meeting of shareholders to the extent such documents are obtained by
Shoney's, its agents or representatives; and
WHEREAS, Shoney's has agreed to provide a copy of the list of Shoney's
shareholders of record as of the August 11, 1997 record date as requested by
Xx. Xxxxxxxxxx in his July 16, 1997 letter to Shoney's; and
WHEREAS, Shoney's will appoint one or more individuals not employed by
or affiliated with Shoney's or the Schoenbaums to serve as independent
inspectors of the election at the special meeting of shareholders; and
WHEREAS, Shoney's has agreed that it will not file a Form 12b-25 with
respect to its Form 10-Q for the quarter ended August 3, 1997 and that such Form
10-Q will be filed with the Securities and Exchange Commission in a timely
manner on or before the filing deadline (which the parties acknowledge is
September 17, 1997); and
WHEREAS, the parties desire to resolve their dispute about the date of
the special meeting and production of corporate records to the Schoenbaums in
order to avoid the time, expense and uncertainty of litigation, but without
prejudice to their respective positions in the litigation;
WHEREAS, the parties have agreed to dismiss their respective pleadings
herein, without prejudice, and without concession as to the merits of their
respective claims and will do so upon the entry of this Order; and
WHEREAS, it appears to the Court that the parties have consented to the
entry of this Order;
Upon consideration of the foregoing agreements,
IT IS SO ORDERED and the Court retains jurisdiction over this matter for
purposes of enforcing the terms of the agreement recited above and adjudicating
any disputes under this Order and none of the dates specified herein shall be
changed except upon further order of this Court.
ENTER: /s/ Xxxx Xxxxx
----------------------------
United States District Judge
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