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 APRIL 24, 2000,
UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF XXXXX MUST TENDER THEIR XXXXX ON OR PRIOR TO THE
EXPIRATION DATE TO RECEIVE THE TENDER OFFER CONSIDERATION. THE CONSENT
SOLICITATION WITH RESPECT TO THE XXXXX WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ___________________, 2000, UNLESS EXTENDED (SUCH TIME AND DATE,
AS IT MAY BE EXTENDED, THE "XXXXX CONSENT DEADLINE"). TO RECEIVE A CONSENT
PAYMENT, HOLDERS OF XXXXX MUST TENDER THEIR XXXXX AND PROVIDE THEIR CONSENTS
TO THE PROPOSED AMENDMENTS (AND NOT HAVE REVOKED SUCH CONSENTS) AT OR PRIOR
TO THE XXXXX CONSENT DEADLINE.
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______, 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 Liquid Yield Option Notes due 2004 (Zero Coupon - Subordinated)
(the "XXXXx"). 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 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 Purchase Offer (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.
For your information and for forwarding to your clients for whom you
hold the XXXXx 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 XXXXx 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. This Letter of Transmittal and Consent is for
use (i) in tendering XXXXx and delivering Consents with
respect thereto after the first distribution of definitive
consent solicitation material for the XXXXx and (ii)
delivering Consents with respect to XXXXx tendered prior to
the first distribution of definitive consent solicitation
material;
3. A printed form of letter, including a Letter of
Instructions, which may be sent to your clients for whose
accounts you hold XXXXx 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 XXXXx if certificates for the XXXXx 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, 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 XXXXX 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 XXXXX CONSENT DEADLINE IN ORDER FOR HOLDERS
TO RECEIVE THE CONSENT PAYMENT. THE LETTER OF TRANSMITTAL AND CONSENT (OR A
FACSIMILE THEREOF), 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 CONSIDERATION.
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