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 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 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 a majority of the aggregate principal amount
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 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, 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 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.
This material is being forwarded to you as the beneficial owner of
Debentures 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 Debentures
held by us for your account. A tender of such Debentures 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 Debentures held by us for your
account. If you wish to have us tender your Debentures (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 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), WITH ANY REQUIRED SIGNATURE GUARANTEES,
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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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 8-1/4% Convertible Subordinated Debentures due 2002.
THIS WILL INSTRUCT YOU TO TENDER THE PRINCIPAL AMOUNT OF 8-1/4%
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002 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 MARCH 27, 2000, AND THE RELATED LETTER OF TRANSMITTAL AND
CONSENT.
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Principal Amount Principal Amount to be Tendered
Held for Account of and as to which Consents
Type Holder(s) are to be Given*
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8-1/4% Convertible
Subordinated
Debentures due 2002
of Shoney's, Inc.
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* Unless otherwise indicated, the entire principal amount indicated in the
box entitled "Principal Amount 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 Debentures tendered by such Holder.
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Signature(s)
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Please 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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