SHONEY'S, INC.
Offer to Purchase for Cash and Solicitation of Consents
Relating to its
Liquid Yield Option Notes Due 2004 (Zero Coupon - Subordinated)
CUSIP No. 825039 AC 4
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THIS 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 XXXXX MUST TENDER THEIR XXXXX (AND NOT HAVE
WITHDRAWN SUCH XXXXX) AND PROVIDE CORRESPONDING CONSENTS TO THE PROPOSED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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July 18, 2000
To Our Clients:
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 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"), all of its outstanding Liquid
Yield Option Notes Due 2004 (Zero Coupon - Subordinated) (the "XXXXx").
Enclosed for your consideration is the Letter of Transmittal and Consent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Statement.
In conjunction with the Offer, the Company also is soliciting consents
(the "Solicitation") from holders of the XXXXx (each, a "Holder" and,
collectively, the "Holders") of at least a majority of the aggregate
principal amount at maturity of the outstanding XXXXx (the "Consents") to the
proposed amendments described in the Statement (the "Proposed Amendments") to
the Indenture dated as of April 1, 1989, between the Company and The Bank of
New York, as successor to Sovran Bank/Central South, as trustee, pursuant to
which the XXXXx were issued (the "Indenture"). The Proposed Amendments would
remove limitations on the ability of the Company to consolidate with or merge
into, or to convey, transfer or lease all or substantially all its assets to,
another person.
This material is being forwarded to you as the beneficial owner of XXXXx
held by us for your account but not registered in your name. The accompanying
Letter of Transmittal and Consent is furnished to you for informational
purposes only and may not be used by you to tender XXXXx held by us for your
account. A tender of such XXXXx may be made only by us as the registered
Holder and only pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender
and deliver a Consent with respect to the XXXXx held by us for your account.
If you wish to have us tender your XXXXx (and deliver a corresponding
Consent) pursuant to the Offer, please so instruct us by completing,
executing and returning to us the instruction form that appears on the next
page.
IMPORTANT: THE LETTER OF TRANSMITTAL AND CONSENT (OR A FACSIMILE THEREOF),
WITH ANY REQUIRED SIGNATURE GUARANTEES, TOGETHER WITH THE XXXXX 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 AND
CONSENT CONSIDERATION.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer by Xxxxxx's, Inc. with
respect to its Liquid Yield Option Notes Due 2004 (Zero Coupon -
Subordinated).
THIS WILL INSTRUCT YOU TO TENDER THE PRINCIPAL AMOUNT AT MATURITY OF
LIQUID YIELD OPTION NOTES DUE 2004 (ZERO COUPON - SUBORDINATED) HELD BY YOU
FOR THE ACCOUNT OF THE UNDERSIGNED (AND TO DELIVER A CORRESPONDING CONSENT)
PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THE PURCHASE OFFER AND
CONSENT SOLICITATION STATEMENT DATED JULY 18, 2000, AND THE RELATED LETTER
OF TRANSMITTAL AND CONSENT.
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Principal Amount at Maturity Principal Amount at Maturity to be
Held for Account of Tendered and as to Which Consents
Type Holder(s) are to be Given*
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Liquid Yield Option Notes Due 2004
(Zero Coupon - Subordinated) of
Shoney's, Inc.
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*Unless otherwise indicated, the entire principal amount at maturity indicated in the box entitled "Principal
Amount at Maturity Held for Account of Holder(s)" will be tendered (and a Consent with respect thereto) will
be given. A tendering Holder is required to Consent to the Proposed Amendments with respect to all XXXXx
tendered by such Holder.
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Signature(s):
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Print Name(s):
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Address:
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Zip Code:
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Area Code and
Telephone No.:
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Tax Identification or
Social Security No.:
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My Account Number
with You:
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Date:
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