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 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WITHDRAWN SUCH DEBENTURES) AND PROVIDE CORRESPONDING CONSENTS TO THE PROPOSED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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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 8-1/4%
Convertible Subordinated Debentures due 2002 (the "Debentures"). Enclosed
for your consideration are copies of the Statement and 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 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 Statement (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 (the
"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 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 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.
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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 JULY 18, 2000, AND THE RELATED LETTER OF TRANSMITTAL AND
CONSENT.
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Principal Amount Principal Amount to be
Held for Account of Tendered 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 Xxxxxx(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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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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