-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VneXJYqCJRNKND/sIk+lvD2PMODyU0MyNsqDH87sPYKe86hWVt9XTNkHnGvxzpZs ZY1It25WU8sQYcie/DBk5Q== 0000950136-96-000458.txt : 19960620 0000950136-96-000458.hdr.sgml : 19960620 ACCESSION NUMBER: 0000950136-96-000458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960614 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960619 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TPI ENTERPRISES INC CENTRAL INDEX KEY: 0000096919 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 221899681 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07961 FILM NUMBER: 96582789 BUSINESS ADDRESS: STREET 1: 3950 RCA BOULEVARD STREET 2: SUITE 5001 CITY: PALM BEACH GARDERNS STATE: FL ZIP: 33401 BUSINESS PHONE: 4076918800 FORMER COMPANY: FORMER CONFORMED NAME: TELECOM PLUS INTERNATIONAL INC DATE OF NAME CHANGE: 19870331 FORMER COMPANY: FORMER CONFORMED NAME: TELECOM EQUIPMENT CORP DATE OF NAME CHANGE: 19821114 FORMER COMPANY: FORMER CONFORMED NAME: PAL KNITS INC DATE OF NAME CHANGE: 19750202 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): June 14, 1996 TPI Enterprises, Inc. (Exact name of registrant as specified in its charter) New Jersey 0-7961 22-1899681 ---------- ------ ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 3950 RCA Boulevard Suite 5001 Palm Beach Gardens, Florida 33401 --------------------------- ----- (Address of principal executive offices) (Zip Code) (407) 691-8800 -------------- (Registrant's telephone number, including area code) Item 5. Other Events. On June 14, 1996, the registrant entered into Amendment No. 1 to Plan of Tax-Free Reorganization under Section 368(a)(1)(C) of the Internal Revenue Code and Agreement with Shoney's, Inc. and TPI Restaurants Acquisition Corporation, a wholly-owned subsidiary of Shoney's, Inc. (the "Amendment"), extending the Termination Date (as defined therein) from June 30, 1996 to August 30, 1996. The Amendment is attached hereto as Exhibit 10.1 and incorporated by reference herein. Item 7. Financial Statements and Exhibits. (C) Exhibits Exhibit No. 10.1 Amendment No. 1 to Plan of Tax-Free Reorganization under Section 368(a)(1)(C) of the Internal Revenue Code and Agreement dated March 15, 1996 by and among Shoney's, Inc., TPI Restaurants Acquisition Corporation and TPI Enterprises, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TPI ENTERPRISES, INC. By: /s/ Frederick W. Burford --------------------------------- Frederick W. Burford Executive Vice President, Chief Financial Officer and Secretary Date: June 18, 1996 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.1 Amendment No. 1 to Plan of Tax-Free Reorganization under Section 368(a)(1)(C) of the Internal Revenue Code and Agreement dated March 15, 1996 by and among Shoney's, Inc., TPI Restaurants Acquisition Corporation and TPI Enterprises, Inc. EX-10.1 2 PLAN OF TAX-FREE REORGANIZATION Exhibit 10.1 AMENDMENT NO. 1 TO PLAN OF TAX-FREE REORGANIZATION UNDER SECTION 368(a)(1)(C) OF THE INTERNAL REVENUE CODE AND AGREEMENT This Amendment No. 1 ("Amendment"), dated June 14, 1996, amends the Plan of Tax-Free Reorganization under Section 368(a)(1)(C) of the Internal Revenue Code and Agreement ("Agreement") made and entered into as of the 15th day of March, 1996, by and among Shoney's, Inc., a Tennessee corporation, ("Shoney's"), TPI Restaurants Acquisition Corporation, a Tennessee corporation ("TPAC"), and TPI Enterprises, Inc., a New Jersey corporation ("Enterprises"). WHEREAS, the parties mutually desire to extend the Termination Date, as that term is used in the Agreement, from June 30, 1996 to August 30, 1996; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, Shoney's, TPAC and Enterprises agree as follows: Amendment to ARTICLE I. The definition of "Termination Date" appearing in ARTICLE I of the Agreement is hereby amended to read in its entirety as follows: "Termination Date" means August 30, 1996. Reaffirmation of Other Terms and Conditions. Except as modified by this Amendment, all other terms and conditions of the Agreement, as in effect prior to the execution of this Amendment, shall remain in full force and effect and the same are hereby reaffirmed and ratified as if fully set forth herein. IN WITNESS WHEREOF, Shoney's, Enterprises and TPAC have caused this Amendment No. 1 to the Agreement to be signed by their respective officers thereunto duly authorized, on this 14th day of June, 1996. TPI ENTERPRISES, INC. By: /s/ J. Gary Sharp ------------------------------------ J. Gary Sharp, President and CEO SHONEY'S, INC. By: /s/ W. Craig Barber ------------------------------------ W. Craig Barber, Senior Executive Vice President and Chief Financial Officer TPI RESTAURANTS ACQUISITION CORP. By: /s/ W. Craig Barber ------------------------------------ W. Craig Barber, Vice President -----END PRIVACY-ENHANCED MESSAGE-----