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):

                              September 4, 1995

                            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.

                    The Company entered into a letter of intent
          dated September 3, 1995 with Shoney's, Inc. regarding a
          proposed merger of the Company with and into a wholly
          owned subsidiary of Shoney's, Inc.  Except for certain 
          provisions contained therein, the letter of intent is 
          nonbinding on the parties.  The Company and Shoney's, Inc. 
          issued a press release on September 5, 1995 announcing that 
          such letter of intent was agreed upon.  The letter of intent
          and the press release are attached hereto as Exhibits
          99.1 and 99.2, respectively.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (C)  Exhibits

          Exhibit No.

          99.1      Letter of Intent dated September 3, 1995 by and
                    between Shoney's, Inc. and TPI Enterprises,
                    Inc.

          99.2      Press release dated September 5, 1995.


                                  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 and
                                               Chief Financial Officer

          Date:  September 6, 1995


                               EXHIBIT INDEX

                                                          Sequential
      Exhibit No.       Description                        Page No. 

          99.1     Letter of Intent dated September 3,
                   1995 by and between Shoney's, Inc.
                   and TPI Enterprises, Inc.
           99.2    Press Release dated September 5, 1995


                                                       Exhibit 99.1

                                        September 3, 1995

          Mr. J. Gary Sharp
          President and 
            Chief Executive Officer
          TPI Enterprises, Inc.
          3950 RCA Boulevard, Suite 5001
          Palm Beach Gardens, FL   33410

          Dear Gary:

                    This Letter of Intent will serve to set forth
          our mutual understandings with respect to the proposed
          merger (the "Merger") of TPI Enterprises, Inc., a New
          Jersey corporation ("TPI"), with and into a subsidiary of
          Shoney's, Inc. ("Shoney's").

               Our intention to consummate the Merger is subject to
          the following terms and conditions:

               1.   STRUCTURE.  The Merger will be structured as a
          reorganization in which TPI will be merged into a
          subsidiary of Shoney's ("Newco"), with TPI's shareholders
          to receive the Merger Consideration described below.  TPI
          hereby confirms that the affirmative vote of a majority
          of the outstanding shares of TPI Common Stock will be
          necessary to approve the Merger and that no holder of TPI
          Common Stock may exercise dissenters rights with respect
          to the Merger.  Shoney's hereby confirms that the
          affirmative vote of a majority of the outstanding shares
          of Shoney's Common Stock will be necessary to approve the
          Merger and that no holder of Shoney's Common Stock may
          exercise dissenters rights with respect to the Merger.

               2.   MERGER AGREEMENT.  The transaction will be
          effected pursuant to a definitive merger agreement (the
          "Merger Agreement") among Shoney's, Newco, and TPI.  The
          Merger Agreement will contain representations,
          warranties, covenants, and other terms and conditions
          customarily contained in mergers of publicly held
          corporations as well as (i) mutually agreed disposition
          of outstanding TPI stock options, warrants and
          convertible debentures in accordance with the provisions
          of the governing instruments, (ii) appropriate control of
          the Litigation (as defined in Exhibit A hereto) for a
          five year period to ensure the protection of TPI
          shareholders, and (iii) a provision prohibiting Shoney's
          from selling or transferring Maxcell Telecom Plus, Inc.
          following the Merger (to any person or entity other than
          a wholly-owned subsidiary of Shoney's).

               3.   MERGER CONSIDERATION.  The Merger Agreement
          will provide that, upon consummation of the Merger, the
          outstanding shares of TPI Common Stock, $.01 par value
          per share (the "TPI Common Stock") (other than treasury
          shares which will be cancelled) will be exchanged for the
          following (collectively, the "Merger Consideration").

                    (a)  SHARE EXCHANGE.  Each issued and
          outstanding share of TPI Common Stock shall be converted
          into .28 (the "Exchange Ratio") fully paid and
          nonassessable shares of Shoney's common stock, $1.00 par
          value per share (the "Shoney's Common Stock") (the
          "Exchange Shares").

                    (b)  WARRANTS.  In addition to the Exchange
          Shares, one warrant (a "Transaction Warrant") shall be
          issued for every 3.125 issued and outstanding shares of
          TPI Common Stock.  Each Transaction Warrant shall grant
          the holder thereof the right, within five (5) years from
          the date of issuance of the Transaction Warrant, to
          purchase one share of Shoney's Common Stock at a warrant
          exercise price of $21.50 per share.

                    (c)  CONTINGENT SHARES.  Within ten (10)
          business days after the Realization Date (as defined in
          Exhibit A hereto), in addition to the Exchange Shares and
          the Transaction Warrants, Shoney's will issue and deliver
          to the holders of the issued and outstanding TPI Common
          Stock as of the Closing Date a certain number of
          additional shares of Shoney's Common Stock (the
          "Contingent Shares") which shall not exceed the number of
          Exchange Shares.  The actual number of Contingent Shares
          issued (subject to the foregoing limitation) shall be
          determined by dividing the Net After Tax Proceeds (as
          defined in Exhibit A hereto) by the Average Price (as
          defined in Exhibit A hereto).  In the event that the
          Gross Proceeds (as defined in Exhibit A hereto) are not
          received on or before that date which is five (5) years
          from the date of the Closing of the Merger, no Contingent
          Shares shall be issued.  In the event of a settlement of
          the Civil Action (as defined in Exhibit A hereto) for
          proceeds other than cash, the Gross Proceeds (as defined
          in Exhibit A hereto) shall not be deemed received until
          the settlement proceeds are converted to cash.

                    (d)  FRACTIONAL SHARES AND WARRANTS;
          DEFINITIONS.  No fractional shares of Shoney's Common
          Stock or fractional Transaction Warrants and no
          certificates or scrip therefor, or other evidence of
          ownership thereof, will be issued in the Merger; instead
          Shoney's shall pay to each holder of TPI Common Stock
          exchanged in the Merger pursuant to this Plan who would
          otherwise be entitled to a fractional share of Shoney's
          Common Stock or a fractional Transaction Warrant an
          amount in cash.  The definitions set forth on Exhibit A
          hereto are an integral part of paragraph 3(c) above.

               4.   CLOSING.  The closing of the transaction (the
          "Closing") shall take place on or before December 31,
          1995 (the "Closing Date").

               5.   CONDITIONS TO CLOSING.  Completion of the
          Merger shall be subject to certain conditions, which
          shall include, without limitation, the completion or
          satisfaction of the following:

                    (a)  DUE DILIGENCE BY SHONEY'S.  Shoney's shall
          have completed to its satisfaction its due diligence
          review of TPI and each of TPI's subsidiaries, and their
          respective businesses, assets, and liabilities, and TPI
          shall have furnished to Shoney's and its representatives
          such information as may reasonably be required for such
          purpose, including, without limitation, information with
          respect to litigation and loss contingencies, employee
          matters, environmental matters, tax and ERISA matters,
          vendors and customer information, legal and regulatory
          compliance, licenses, insurance, contracts, and other
          matters.

                    (b)  DUE DILIGENCE BY TPI.  TPI shall have
          completed to its satisfaction its due diligence review of
          Shoney's and each of Shoney's subsidiaries, and their
          respective businesses, assets, and liabilities, and
          Shoney's shall have furnished to TPI and its
          representatives such information as TPI may reasonably
          require for such purpose, including, without limitation,
          information with respect to litigation and loss
          contingencies, employee matters, environmental matters,
          tax and ERISA matters, vendors and customer information,
          legal and regulatory compliance, licenses, insurance,
          contracts, and other matters.

                    (c)  DOCUMENTATION.  The negotiation,
          execution, and delivery of a definitive Merger Agreement
          setting forth the terms and conditions of the proposed
          Merger and containing customary provisions,
          representations, warranties, and covenants; and the
          receipt by the parties of such ancillary documents,
          including opinions of counsel, as shall be reasonably
          acceptable to the parties and their respective counsel.

                    (d)  APPROVALS.  The Merger shall have been
          approved by the Shoney's Board of Directors and by
          Shoney's lenders.  In addition,the proposed Merger shall
          have been approved by all necessary corporate action of
          TPI, including the approval of its shareholders.

                    (e)  FAIRNESS.  Each of Shoney's and TPI shall
          have received an opinion satisfactory to their respective
          boards of directors that the Merger Consideration is fair
          to their respective shareholders from a financial point
          of view.

               6.   MAINTENANCE OF BUSINESS.  6.1  Until September
          30, 1995, TPI and TPI's subsidiaries shall (a) continue
          to operate their respective businesses in the customary
          and ordinary manner, (b) use their reasonable efforts to
          preserve their business operations intact, to keep
          available the services of their present personnel, and to
          preserve the goodwill and relationships of their
          suppliers, customers, and others having business
          relations with TPI or TPI's subsidiaries, as applicable,
          (c) notify Shoney's in writing of any event involving TPI
          or a subsidiary thereof which has had or may be
          reasonably expected to have a material adverse effect on
          the business or financial condition of TPI or any of
          TPI's subsidiaries, (d) not sell, encumber, or otherwise
          dispose of any of their assets except in the ordinary
          course of their respective businesses, (e) not enter into
          any employment agreements with any person or amend the
          terms of any existing employment agreement, (f) not
          merge, restructure, or reorganize either TPI nor any of
          its subsidiaries in any manner that shall have the effect
          of changing any aspect of, or ownership rights in, the
          TPI Common Stock, including, without limitation, creating
          appraisal rights or diluting TPI shareholders' interest,
          or (g) not issue any additional shares of capital stock
          of any designation or class (except pursuant to the
          exercise or conversion of options, rights and/or warrants
          existing on the date hereof or pursuant to the terms of
          401(k) or SECTION 423 stock purchase plans of TPI and its
          subsidiaries existing on the date hereof).

               6.2  Until September 30, 1995, Shoney's and Shoney's
          subsidiaries shall (a) continue to operate their
          respective businesses in the customary and ordinary
          manner (which includes, without limitation, all publicly
          announced plans to divest certain businesses), (b) notify
          TPI in writing of any event involving Shoney's or a
          subsidiary thereof which has had or may be reasonably
          expected to have a material adverse effect on the
          business or financial condition of Shoney's or any of
          Shoney's subsidiaries, or (c) not merge, restructure, or
          reorganize either Shoney's nor any of its subsidiaries in
          any manner that shall have the effect of diluting the
          value of Shoney's Common Stock.

               7.   EXCLUSIVITY.  Until September 30, 1995 (or such
          earlier date on which Shoney's ends its active efforts to
          consummate the proposed Merger), neither TPI nor any of
          its officers, directors, or affiliates shall initiate
          negotiations nor negotiate directly or indirectly with
          any other party in respect of any business combination
          involving TPI or a subsidiary thereof or the sale of any
          of the assets of TPI or a subsidiary thereof or the sale
          of a controlling interest in TPI or a subsidiary thereof. 
          Shoney's acknowledges that TPI directors may have a
          competing fiduciary obligation to the shareholders of TPI
          under certain circumstances, and nothing in this Letter
          of Intent is intended to conflict with the exercise of
          that fiduciary duty.

               8.   CONFIDENTIALITY.  Each of TPI and Shoney's
          hereby reaffirms the terms and provisions of the
          confidentiality letters each dated July 26, 1995 with
          respect to the exchange of confidential information
          between the parties.

               9.   CONDUCT TO CONSUMMATE.  It is the intention of
          the parties that following execution and delivery of this
          Letter of Intent, the parties will use all reasonable
          efforts to satisfy the conditions set forth in Paragraph
          5 hereof which are within their respective control and
          cooperate in the negotiation and preparation of the
          Merger Agreement and other necessary documentation.  Each
          party shall bear its own expenses with no liability for
          such expenses to the other party, whether or not the
          Merger Agreement is executed.

               10.  PUBLIC ANNOUNCEMENTS.  It is the intention of
          the parties to use reasonable efforts to reach agreement
          on the wording of any news releases or other public
          announcements by Shoney's or TPI, or any of their
          respective affiliates, pertaining to this Letter of
          Intent, the proposed Merger, or the negotiations
          concerning the proposed Merger.  In the absence of
          circumstances requiring otherwise, any such releases or
          public announcements shall be submitted to the other
          party for its comment  prior to issuance.

               11.  BINDING AND NONBINDING NATURE OF THIS LETTER. 
          It is understood that this Letter of Intent merely
          constitutes a statement of the mutual intentions of the
          parties with respect to the proposed Merger, does not
          contain all matters upon which agreement must be reached
          in order for the proposed Merger to be consummated and,
          except as respects Paragraphs 6, 7, 8, 9 and 10 above,
          creates no binding rights in favor of either party.  A
          binding commitment with respect to the proposed Merger
          will result only after execution and delivery of
          definitive Merger Agreement, subject to the terms and
          conditions contained therein.

               If the foregoing is acceptable to you, please so
          indicate by signing a copy of this Letter of Intent and
          returning it to the undersigned.  This Letter of Intent
          will be void unless it is fully executed and returned to
          Shoney's by 6:00 p.m. (Central Daylight Time) on
          September 4, 1995.

                                        Very truly yours,

                                        SHONEY'S, INC.

                                        By: /s/ W. Craig Barber    
                                             W. Craig Barber
                                             Senior Executive Vice
                                             President and Chief
                                             Financial officer

          ACCEPTED AND AGREED TO:

          TPI ENTERPRISES, INC.

          By: /s/ J. Gary Sharp  

          Title:  President      

          Date:  9/4/95          


                                  EXHIBIT A

          Definitions relating to the Issuance of Contingent Shares

          "Average Price" shall mean the arithmetic average of the
          Closing Market Price on the ten trading days immediately
          preceding the Realization Date and the ten trading days
          immediately following the Realization Date.

          "Civil Action" means that certain litigation pending in
          the Circuit Court of the Fifteenth Judicial Circuit in
          and for Palm Beach County, Florida styled Maxcell Telecom
          Plus, Inc., et al., v. McCaw Cellular Communications,
          Inc., et al.

          "Closing Market Price" means the per share price of the
          last trade of the Shoney's Common Stock on the New York
          Stock Exchange (the "NYSE") as reported by The Wall
          Street Journal; provided, however, that, if there shall
          be any material alteration in the present system of
          reporting sales of the Shoney's Common Stock, or if the
          Shoney's Common Stock shall no longer be listed on the
          NYSE, the market value per share of the Shoney's Common
          Stock as of a particular date shall be determined in such
          a method as may be mutually agreeable to the parties.

          "Effective Tax Rate" means the result reached by dividing
          the provision for income taxes into income before income
          taxes on Shoney's audited consolidated statement of
          income as released in Shoney's annual report to
          shareholders, subject to adjustment to income before
          income taxes and/or the provision for income taxes for
          any amount of the Litigation Expenses that are not
          deducted in the provision for income taxes for financial
          reporting purposes and/or Litigation Expenses that may
          not be allowed to be deducted in full.

          "Gross Proceeds" means the cash actually received from
          the defendants in the Civil Action through a final, non-
          appealable judgment or settlement.

          "Litigation Expenses" means any and all expenses incurred
          after September 4, 1995 in:  (i) instituting,
          prosecuting, defending any counterclaim with respect to,
          and, if applicable, negotiating a settlement of and
          settling the Civil Action (including, without limitation,
          attorneys' fees and expenses, witness fees, and
          consulting fees); and (ii) collecting any judgment
          received in the Civil Action.

          "Net After Tax Proceeds" means the product of multiplying
          (i) the Gross Proceeds minus the Litigation Expenses by
          (ii) the result of subtracting the Effective Tax Rate on
          the Realization Date from One (1.00).

          "Realization Date" means the date on which Shoney's (or
          any of Shoney's subsidiaries) receives the Gross
          Proceeds.


                                                         Exhibit 99.2

                                     NEWS

     FOR IMMEDIATE RELEASE              Contact:  SHONEY'S, INC. 
                                                  W. Craig Barber
                                                  (615) 391-5201 
                                                       or      
                                                  TPI ENTERPRISES, INC.
                                                  Frederick W. Burford 
                                                  (407) 835-8888       

                SHONEY'S, INC. AND TPI ENTERPRISES ANNOUNCE
                        LETTER OF INTENT FOR MERGER

          NASHVILLE, TN., September 5, 1995 - Shoney's, Inc. and TPI
     Enterprises, Inc. today announced they have signed a letter of
     intent to merge TPI with a subsidiary of Shoney's.  TPI is the
     largest franchisee of Shoney's, operating 188 Shoney's
     Restaurants and 69 Captain D's Seafood restaurants.
     C. Stephen Lynn, chairman and chief executive officer of
     Shoney's, Inc., commented, "The proposed merger with TPI
     reaffirms management's strong belief in the Shoney's Restaurant
     concept as a vehicle for creating attractive shareholder returns. 
     We are also very pleased with the addition of TPI's Captain D's
     restaurants, which have had operating performance very comparable
     to our company-owed Captain D's.  This merger is another step in
     the Company's ongoing commitment toward a more focused strategy."

     J. Gary Sharp, president and chief executive officer of TPI,
     said, "We are excited about the prospect of a merger with
     Shoney's, Inc.  We believe in the vision articulated by Shoney's
     management and look forward to working together to deliver
     excellence to our customers at both Shoney's and Captain D's
     restaurants."

     TPI will merge with Shoney's through an exchange of (i) 0.28
     shares of Shoney's stock for each outstanding share of TPI and
     (ii) one warrant for every 3.125 outstanding shares of TPI.  The
     warrants will have a term of five years and permit the holder to
     acquire Shoney's stock at an exercise price of $21.50 per share. 
     In addition, TPI shareholders will have the right to receive
     contingent shares that will permit TPI shareholders to receive,
     on a pro rata basis, any cash proceeds resulting from TPI's
     ongoing lawsuit through its subsidiary, Maxcell Telecom Plus,
     Inc. against McCaw Cellular Communications, Inc.  The contingent
     shares are limited to a maximum of the aggregate shares issued
     pursuant to the 0.28 exchange ratio.  Also, Shoney's will assume
     $95 million of TPI net debt.

     Shoney's indicated that the Company expected the transaction to
     be only slightly dilutive in fiscal 1996.  "Once we have fully
     integrated the two businesses, which we anticipate will occur
     within six months, we expect the merger will not be dilutive for
     Shoney's shareholders because of distribution and administrative
     synergies," said W. Craig Barber, senior executive vice president
     and chief financial officer of Shoney's, Inc.  "Moreover, our
     determination that the transaction would not be dilutive over the
     long run does not include any improvement in the performance of
     TPI's restaurant operations."

     The two parties expect to work toward a definitive agreement in
     the near future.  The transaction is expected to close by the end
     of 1995 and will be subject to approval by Shoney's and TPI's
     shareholders and their respective lenders.  In addition, certain
     regulatory approvals must be obtained.

     For the latest twelve months ending July 9, 1995, TPI had
     revenues of $280.4 million and a net loss of $7.1 million.  TPI,
     headquartered in West Palm Beach, Florida, operates 257 units in
     11 states.  TPI's common stock is traded on the NASDAQ National
     Market System under the symbol "TPIE".

     For the latest twelve months ending May 14, 1995, Shoney's had
     revenues of $1.069 billion and net income of $49.6 million. 
     Shoney's operates and franchises 1,850 restaurants in 35 states
     and Canada, including 799 company-owned and 1.051 franchised
     restaurants.  Shoney's common stock is traded on the New York
     Stock Exchange under the symbol "SHN".
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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):

                              September 4, 1995

                            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.

                    The Company entered into a letter of intent
          dated September 3, 1995 with Shoney's, Inc. regarding a
          proposed merger of the Company with and into a wholly
          owned subsidiary of Shoney's, Inc.  Except for certain 
          provisions contained therein, the letter of intent is 
          nonbinding on the parties.  The Company and Shoney's, Inc. 
          issued a press release on September 5, 1995 announcing that 
          such letter of intent was agreed upon.  The letter of intent
          and the press release are attached hereto as Exhibits
          99.1 and 99.2, respectively.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (C)  Exhibits

          Exhibit No.

          99.1      Letter of Intent dated September 3, 1995 by and
                    between Shoney's, Inc. and TPI Enterprises,
                    Inc.

          99.2      Press release dated September 5, 1995.

                                  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 and
                                               Chief Financial Officer

          Date:  September 6, 1995

                               EXHIBIT INDEX

                                                          Sequential
      Exhibit No.       Description                        Page No. 

          99.1     Letter of Intent dated September 3,
                   1995 by and between Shoney's, Inc.
                   and TPI Enterprises, Inc.
           99.2    Press Release dated September 5, 1995

                                                       Exhibit 99.1

                                        September 3, 1995

          Mr. J. Gary Sharp
          President and 
            Chief Executive Officer
          TPI Enterprises, Inc.
          3950 RCA Boulevard, Suite 5001
          Palm Beach Gardens, FL   33410

          Dear Gary:

                    This Letter of Intent will serve to set forth
          our mutual understandings with respect to the proposed
          merger (the "Merger") of TPI Enterprises, Inc., a New
          Jersey corporation ("TPI"), with and into a subsidiary of
          Shoney's, Inc. ("Shoney's").

               Our intention to consummate the Merger is subject to
          the following terms and conditions:

               1.   STRUCTURE.  The Merger will be structured as a
          reorganization in which TPI will be merged into a
          subsidiary of Shoney's ("Newco"), with TPI's shareholders
          to receive the Merger Consideration described below.  TPI
          hereby confirms that the affirmative vote of a majority
          of the outstanding shares of TPI Common Stock will be
          necessary to approve the Merger and that no holder of TPI
          Common Stock may exercise dissenters rights with respect
          to the Merger.  Shoney's hereby confirms that the
          affirmative vote of a majority of the outstanding shares
          of Shoney's Common Stock will be necessary to approve the
          Merger and that no holder of Shoney's Common Stock may
          exercise dissenters rights with respect to the Merger.

               2.   MERGER AGREEMENT.  The transaction will be
          effected pursuant to a definitive merger agreement (the
          "Merger Agreement") among Shoney's, Newco, and TPI.  The
          Merger Agreement will contain representations,
          warranties, covenants, and other terms and conditions
          customarily contained in mergers of publicly held
          corporations as well as (i) mutually agreed disposition
          of outstanding TPI stock options, warrants and
          convertible debentures in accordance with the provisions
          of the governing instruments, (ii) appropriate control of
          the Litigation (as defined in Exhibit A hereto) for a
          five year period to ensure the protection of TPI
          shareholders, and (iii) a provision prohibiting Shoney's
          from selling or transferring Maxcell Telecom Plus, Inc.
          following the Merger (to any person or entity other than
          a wholly-owned subsidiary of Shoney's).

               3.   MERGER CONSIDERATION.  The Merger Agreement
          will provide that, upon consummation of the Merger, the
          outstanding shares of TPI Common Stock, $.01 par value
          per share (the "TPI Common Stock") (other than treasury
          shares which will be cancelled) will be exchanged for the
          following (collectively, the "Merger Consideration").

                    (a)  SHARE EXCHANGE.  Each issued and
          outstanding share of TPI Common Stock shall be converted
          into .28 (the "Exchange Ratio") fully paid and
          nonassessable shares of Shoney's common stock, $1.00 par
          value per share (the "Shoney's Common Stock") (the
          "Exchange Shares").

                    (b)  WARRANTS.  In addition to the Exchange
          Shares, one warrant (a "Transaction Warrant") shall be
          issued for every 3.125 issued and outstanding shares of
          TPI Common Stock.  Each Transaction Warrant shall grant
          the holder thereof the right, within five (5) years from
          the date of issuance of the Transaction Warrant, to
          purchase one share of Shoney's Common Stock at a warrant
          exercise price of $21.50 per share.

                    (c)  CONTINGENT SHARES.  Within ten (10)
          business days after the Realization Date (as defined in
          Exhibit A hereto), in addition to the Exchange Shares and
          the Transaction Warrants, Shoney's will issue and deliver
          to the holders of the issued and outstanding TPI Common
          Stock as of the Closing Date a certain number of
          additional shares of Shoney's Common Stock (the
          "Contingent Shares") which shall not exceed the number of
          Exchange Shares.  The actual number of Contingent Shares
          issued (subject to the foregoing limitation) shall be
          determined by dividing the Net After Tax Proceeds (as
          defined in Exhibit A hereto) by the Average Price (as
          defined in Exhibit A hereto).  In the event that the
          Gross Proceeds (as defined in Exhibit A hereto) are not
          received on or before that date which is five (5) years
          from the date of the Closing of the Merger, no Contingent
          Shares shall be issued.  In the event of a settlement of
          the Civil Action (as defined in Exhibit A hereto) for
          proceeds other than cash, the Gross Proceeds (as defined
          in Exhibit A hereto) shall not be deemed received until
          the settlement proceeds are converted to cash.

                    (d)  FRACTIONAL SHARES AND WARRANTS;
          DEFINITIONS.  No fractional shares of Shoney's Common
          Stock or fractional Transaction Warrants and no
          certificates or scrip therefor, or other evidence of
          ownership thereof, will be issued in the Merger; instead
          Shoney's shall pay to each holder of TPI Common Stock
          exchanged in the Merger pursuant to this Plan who would
          otherwise be entitled to a fractional share of Shoney's
          Common Stock or a fractional Transaction Warrant an
          amount in cash.  The definitions set forth on Exhibit A
          hereto are an integral part of paragraph 3(c) above.

               4.   CLOSING.  The closing of the transaction (the
          "Closing") shall take place on or before December 31,
          1995 (the "Closing Date").

               5.   CONDITIONS TO CLOSING.  Completion of the
          Merger shall be subject to certain conditions, which
          shall include, without limitation, the completion or
          satisfaction of the following:

                    (a)  DUE DILIGENCE BY SHONEY'S.  Shoney's shall
          have completed to its satisfaction its due diligence
          review of TPI and each of TPI's subsidiaries, and their
          respective businesses, assets, and liabilities, and TPI
          shall have furnished to Shoney's and its representatives
          such information as may reasonably be required for such
          purpose, including, without limitation, information with
          respect to litigation and loss contingencies, employee
          matters, environmental matters, tax and ERISA matters,
          vendors and customer information, legal and regulatory
          compliance, licenses, insurance, contracts, and other
          matters.

                    (b)  DUE DILIGENCE BY TPI.  TPI shall have
          completed to its satisfaction its due diligence review of
          Shoney's and each of Shoney's subsidiaries, and their
          respective businesses, assets, and liabilities, and
          Shoney's shall have furnished to TPI and its
          representatives such information as TPI may reasonably
          require for such purpose, including, without limitation,
          information with respect to litigation and loss
          contingencies, employee matters, environmental matters,
          tax and ERISA matters, vendors and customer information,
          legal and regulatory compliance, licenses, insurance,
          contracts, and other matters.

                    (c)  DOCUMENTATION.  The negotiation,
          execution, and delivery of a definitive Merger Agreement
          setting forth the terms and conditions of the proposed
          Merger and containing customary provisions,
          representations, warranties, and covenants; and the
          receipt by the parties of such ancillary documents,
          including opinions of counsel, as shall be reasonably
          acceptable to the parties and their respective counsel.

                    (d)  APPROVALS.  The Merger shall have been
          approved by the Shoney's Board of Directors and by
          Shoney's lenders.  In addition,the proposed Merger shall
          have been approved by all necessary corporate action of
          TPI, including the approval of its shareholders.

                    (e)  FAIRNESS.  Each of Shoney's and TPI shall
          have received an opinion satisfactory to their respective
          boards of directors that the Merger Consideration is fair
          to their respective shareholders from a financial point
          of view.

               6.   MAINTENANCE OF BUSINESS.  6.1  Until September
          30, 1995, TPI and TPI's subsidiaries shall (a) continue
          to operate their respective businesses in the customary
          and ordinary manner, (b) use their reasonable efforts to
          preserve their business operations intact, to keep
          available the services of their present personnel, and to
          preserve the goodwill and relationships of their
          suppliers, customers, and others having business
          relations with TPI or TPI's subsidiaries, as applicable,
          (c) notify Shoney's in writing of any event involving TPI
          or a subsidiary thereof which has had or may be
          reasonably expected to have a material adverse effect on
          the business or financial condition of TPI or any of
          TPI's subsidiaries, (d) not sell, encumber, or otherwise
          dispose of any of their assets except in the ordinary
          course of their respective businesses, (e) not enter into
          any employment agreements with any person or amend the
          terms of any existing employment agreement, (f) not
          merge, restructure, or reorganize either TPI nor any of
          its subsidiaries in any manner that shall have the effect
          of changing any aspect of, or ownership rights in, the
          TPI Common Stock, including, without limitation, creating
          appraisal rights or diluting TPI shareholders' interest,
          or (g) not issue any additional shares of capital stock
          of any designation or class (except pursuant to the
          exercise or conversion of options, rights and/or warrants
          existing on the date hereof or pursuant to the terms of
          401(k) or SECTION 423 stock purchase plans of TPI and its
          subsidiaries existing on the date hereof).

               6.2  Until September 30, 1995, Shoney's and Shoney's
          subsidiaries shall (a) continue to operate their
          respective businesses in the customary and ordinary
          manner (which includes, without limitation, all publicly
          announced plans to divest certain businesses), (b) notify
          TPI in writing of any event involving Shoney's or a
          subsidiary thereof which has had or may be reasonably
          expected to have a material adverse effect on the
          business or financial condition of Shoney's or any of
          Shoney's subsidiaries, or (c) not merge, restructure, or
          reorganize either Shoney's nor any of its subsidiaries in
          any manner that shall have the effect of diluting the
          value of Shoney's Common Stock.

               7.   EXCLUSIVITY.  Until September 30, 1995 (or such
          earlier date on which Shoney's ends its active efforts to
          consummate the proposed Merger), neither TPI nor any of
          its officers, directors, or affiliates shall initiate
          negotiations nor negotiate directly or indirectly with
          any other party in respect of any business combination
          involving TPI or a subsidiary thereof or the sale of any
          of the assets of TPI or a subsidiary thereof or the sale
          of a controlling interest in TPI or a subsidiary thereof. 
          Shoney's acknowledges that TPI directors may have a
          competing fiduciary obligation to the shareholders of TPI
          under certain circumstances, and nothing in this Letter
          of Intent is intended to conflict with the exercise of
          that fiduciary duty.

               8.   CONFIDENTIALITY.  Each of TPI and Shoney's
          hereby reaffirms the terms and provisions of the
          confidentiality letters each dated July 26, 1995 with
          respect to the exchange of confidential information
          between the parties.

               9.   CONDUCT TO CONSUMMATE.  It is the intention of
          the parties that following execution and delivery of this
          Letter of Intent, the parties will use all reasonable
          efforts to satisfy the conditions set forth in Paragraph
          5 hereof which are within their respective control and
          cooperate in the negotiation and preparation of the
          Merger Agreement and other necessary documentation.  Each
          party shall bear its own expenses with no liability for
          such expenses to the other party, whether or not the
          Merger Agreement is executed.

               10.  PUBLIC ANNOUNCEMENTS.  It is the intention of
          the parties to use reasonable efforts to reach agreement
          on the wording of any news releases or other public
          announcements by Shoney's or TPI, or any of their
          respective affiliates, pertaining to this Letter of
          Intent, the proposed Merger, or the negotiations
          concerning the proposed Merger.  In the absence of
          circumstances requiring otherwise, any such releases or
          public announcements shall be submitted to the other
          party for its comment  prior to issuance.

               11.  BINDING AND NONBINDING NATURE OF THIS LETTER. 
          It is understood that this Letter of Intent merely
          constitutes a statement of the mutual intentions of the
          parties with respect to the proposed Merger, does not
          contain all matters upon which agreement must be reached
          in order for the proposed Merger to be consummated and,
          except as respects Paragraphs 6, 7, 8, 9 and 10 above,
          creates no binding rights in favor of either party.  A
          binding commitment with respect to the proposed Merger
          will result only after execution and delivery of
          definitive Merger Agreement, subject to the terms and
          conditions contained therein.

               If the foregoing is acceptable to you, please so
          indicate by signing a copy of this Letter of Intent and
          returning it to the undersigned.  This Letter of Intent
          will be void unless it is fully executed and returned to
          Shoney's by 6:00 p.m. (Central Daylight Time) on
          September 4, 1995.

                                        Very truly yours,

                                        SHONEY'S, INC.

                                        By: /s/ W. Craig Barber    
                                             W. Craig Barber
                                             Senior Executive Vice
                                             President and Chief
                                             Financial officer

          ACCEPTED AND AGREED TO:

          TPI ENTERPRISES, INC.

          By: /s/ J. Gary Sharp  

          Title:  President      

          Date:  9/4/95          

                                  EXHIBIT A

          Definitions relating to the Issuance of Contingent Shares

          "Average Price" shall mean the arithmetic average of the
          Closing Market Price on the ten trading days immediately
          preceding the Realization Date and the ten trading days
          immediately following the Realization Date.

          "Civil Action" means that certain litigation pending in
          the Circuit Court of the Fifteenth Judicial Circuit in
          and for Palm Beach County, Florida styled Maxcell Telecom
          Plus, Inc., et al., v. McCaw Cellular Communications,
          Inc., et al.

          "Closing Market Price" means the per share price of the
          last trade of the Shoney's Common Stock on the New York
          Stock Exchange (the "NYSE") as reported by The Wall
          Street Journal; provided, however, that, if there shall
          be any material alteration in the present system of
          reporting sales of the Shoney's Common Stock, or if the
          Shoney's Common Stock shall no longer be listed on the
          NYSE, the market value per share of the Shoney's Common
          Stock as of a particular date shall be determined in such
          a method as may be mutually agreeable to the parties.

          "Effective Tax Rate" means the result reached by dividing
          the provision for income taxes into income before income
          taxes on Shoney's audited consolidated statement of
          income as released in Shoney's annual report to
          shareholders, subject to adjustment to income before
          income taxes and/or the provision for income taxes for
          any amount of the Litigation Expenses that are not
          deducted in the provision for income taxes for financial
          reporting purposes and/or Litigation Expenses that may
          not be allowed to be deducted in full.

          "Gross Proceeds" means the cash actually received from
          the defendants in the Civil Action through a final, non-
          appealable judgment or settlement.

          "Litigation Expenses" means any and all expenses incurred
          after September 4, 1995 in:  (i) instituting,
          prosecuting, defending any counterclaim with respect to,
          and, if applicable, negotiating a settlement of and
          settling the Civil Action (including, without limitation,
          attorneys' fees and expenses, witness fees, and
          consulting fees); and (ii) collecting any judgment
          received in the Civil Action.

          "Net After Tax Proceeds" means the product of multiplying
          (i) the Gross Proceeds minus the Litigation Expenses by
          (ii) the result of subtracting the Effective Tax Rate on
          the Realization Date from One (1.00).

          "Realization Date" means the date on which Shoney's (or
          any of Shoney's subsidiaries) receives the Gross
          Proceeds.

                                                         Exhibit 99.2

                                     NEWS

     FOR IMMEDIATE RELEASE              Contact:  SHONEY'S, INC. 
                                                  W. Craig Barber
                                                  (615) 391-5201 
                                                       or      
                                                  TPI ENTERPRISES, INC.
                                                  Frederick W. Burford 
                                                  (407) 835-8888       

                SHONEY'S, INC. AND TPI ENTERPRISES ANNOUNCE
                        LETTER OF INTENT FOR MERGER

          NASHVILLE, TN., September 5, 1995 - Shoney's, Inc. and TPI
     Enterprises, Inc. today announced they have signed a letter of
     intent to merge TPI with a subsidiary of Shoney's.  TPI is the
     largest franchisee of Shoney's, operating 188 Shoney's
     Restaurants and 69 Captain D's Seafood restaurants.
     C. Stephen Lynn, chairman and chief executive officer of
     Shoney's, Inc., commented, "The proposed merger with TPI
     reaffirms management's strong belief in the Shoney's Restaurant
     concept as a vehicle for creating attractive shareholder returns. 
     We are also very pleased with the addition of TPI's Captain D's
     restaurants, which have had operating performance very comparable
     to our company-owed Captain D's.  This merger is another step in
     the Company's ongoing commitment toward a more focused strategy."

     J. Gary Sharp, president and chief executive officer of TPI,
     said, "We are excited about the prospect of a merger with
     Shoney's, Inc.  We believe in the vision articulated by Shoney's
     management and look forward to working together to deliver
     excellence to our customers at both Shoney's and Captain D's
     restaurants."

     TPI will merge with Shoney's through an exchange of (i) 0.28
     shares of Shoney's stock for each outstanding share of TPI and
     (ii) one warrant for every 3.125 outstanding shares of TPI.  The
     warrants will have a term of five years and permit the holder to
     acquire Shoney's stock at an exercise price of $21.50 per share. 
     In addition, TPI shareholders will have the right to receive
     contingent shares that will permit TPI shareholders to receive,
     on a pro rata basis, any cash proceeds resulting from TPI's
     ongoing lawsuit through its subsidiary, Maxcell Telecom Plus,
     Inc. against McCaw Cellular Communications, Inc.  The contingent
     shares are limited to a maximum of the aggregate shares issued
     pursuant to the 0.28 exchange ratio.  Also, Shoney's will assume
     $95 million of TPI net debt.

     Shoney's indicated that the Company expected the transaction to
     be only slightly dilutive in fiscal 1996.  "Once we have fully
     integrated the two businesses, which we anticipate will occur
     within six months, we expect the merger will not be dilutive for
     Shoney's shareholders because of distribution and administrative
     synergies," said W. Craig Barber, senior executive vice president
     and chief financial officer of Shoney's, Inc.  "Moreover, our
     determination that the transaction would not be dilutive over the
     long run does not include any improvement in the performance of
     TPI's restaurant operations."

     The two parties expect to work toward a definitive agreement in
     the near future.  The transaction is expected to close by the end
     of 1995 and will be subject to approval by Shoney's and TPI's
     shareholders and their respective lenders.  In addition, certain
     regulatory approvals must be obtained.

     For the latest twelve months ending July 9, 1995, TPI had
     revenues of $280.4 million and a net loss of $7.1 million.  TPI,
     headquartered in West Palm Beach, Florida, operates 257 units in
     11 states.  TPI's common stock is traded on the NASDAQ National
     Market System under the symbol "TPIE".

     For the latest twelve months ending May 14, 1995, Shoney's had
     revenues of $1.069 billion and net income of $49.6 million. 
     Shoney's operates and franchises 1,850 restaurants in 35 states
     and Canada, including 799 company-owned and 1.051 franchised
     restaurants.  Shoney's common stock is traded on the New York
     Stock Exchange under the symbol "SHN".