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 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 Liquid Yield Option Notes (Zero Coupon - Subordinated) due 2004
(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.
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. If you
have previously tendered XXXXx prior to the first distribution of definitive
consent solicitation material for the XXXXx and wish to deliver a consent
with respect to such tendered XXXXx, you also must 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 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), 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 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 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 MARCH 27, 2000, AND THE RELATED LETTER
OF TRANSMITTAL AND CONSENT.
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Principal
Amount at
Maturity
Tendered Prior
to the
Distribution of
Principal Definitive
Amount at Consent
Maturity to be Solicitation
Principal Amount at Tendered and as Material for
Maturity to which XXXXx and for
Held for Account of Consents are to Which Consents
Type Holder(s) be Given* 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 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 XXXXx tendered by such Holder, except for XXXXx tendered prior to
the first distribution of definitive consent solicitation material for the XXXXx.
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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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