<PAGE>   1

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 10-Q

(Mark One)

   [X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities 
        Exchange Act of 1934

                                     or

   [ ]  Transition Report pursuant to Section 13 or 15(d) of the Securities 
        Exchange Act of 1934



For the quarterly period ended April 20, 1997      Commission file number 0-7961



                            TPI ENTERPRISES, INC.
           (Exact name of registrant as specified in its charter)



               NEW JERSEY                             22-1899681
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification No.)

              P.O. BOX 382460
          GERMANTOWN, TENNESSEE                       38138-2460
(Address of principal executive office)               (Zip Code)



     Registrant's telephone number, including area code:  (901) 752-3889

      Securities registered pursuant to Section 12(b) of the Act:  None

         Securities registered pursuant to Section 12(g) of the Act:

                   Common Shares, Par Value $.01 per Share
                              (Title of Class)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes  X   No    
    ---     ---

     The number of shares outstanding of the registrant's common stock is
20,664,512 as of May 21, 1997.

================================================================================
<PAGE>   2


PART I - FINANCIAL INFORMATION


Companies for which information is furnished:

   TPI Enterprises, Inc.
   Telecom Plus Shared Tenants Services, Inc.
   Maxcell Telecom Plus, Inc.
   TPI Restaurants, Inc.(1)
   Insurex Agency, Inc. (1)(2)
   Insurex Benefit Administrators, Inc. (1)(2)
   TPI Entertainment, Inc. (1)
   TPI West Palm, Inc. (1) (2)
   TPI Commissary, Inc.(1) (2)
   TPI Transportation, Inc.(1) (2)
   TPI Insurance Corporation (1)

(1) Subsidiaries were sold to Shoney's, Inc. in a transaction consummated on
September 9, 1996.  See Note 2 to Notes to Consolidated Financial Statements.


(2) Wholly-owned subsidiaries of TPI Restaurants, Inc.




                                      2
<PAGE>   3


ITEM 1.  FINANCIAL STATEMENTS


TPI ENTERPRISES, INC. AND SUBSIDIARIES                                   

CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION                     
(LIQUIDATION BASIS)                                                      
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                       APRIL 20,           DECEMBER 29,
                                                                          1997                1996
                                                                         ------              ------
                                                                           (DOLLARS IN THOUSANDS)      
<S>                                                                      <C>                 <C>
ASSETS                                                                               
Cash and cash equivalents                                                $  870              $1,190                
Investments                                                               5,170               5,078                
                                                                         ------              ------

     Total assets                                                         6,040               6,268                

LIABILITIES                                                                                                        
Reserve for estimated costs during the period of liquidation                863               1,053                
Accrued expenses                                                            342                 480                
                                                                         ------              ------

     Total liabilities                                                    1,205               1,533                
                                                                         ------              ------

NET ASSETS IN LIQUIDATION                                                $4,835              $4,735                
                                                                         ------              ------



</TABLE>




See notes to consolidated financial statements.




                                       3
<PAGE>   4


TPI ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    (DOLLARS IN THOUSANDS)

<S>                                                                                         <C>
NET ASSETS IN LIQUIDATION, DECEMBER 29, 1996                                                $4,735

Investment Earnings                                                                            100
                                                                                            ------

NET ASSETS IN LIQUIDATION, APRIL 20, 1997                                                   $4,835
                                                                                            ======
</TABLE>

See notes to consolidated financial statements.                          

                                      4

<PAGE>   5
TPI ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME
(GOING CONCERN BASIS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          April 21
                                                            1996
                                                   ---------------------
                                                   (DOLLARS IN THOUSANDS)
<S>                                                      <C>

RESTAURANT REVENUES                                      $ 84,934

COSTS AND EXPENSES:
 Food, supplies and uniforms                               31,033
 Restaurant labor and benefits                             27,458
 Restaurant depreciation and amortization                   3,594
 Other restaurant operating expenses                       16,409
 General and administrative expenses                        6,968
 Provision for asset valuation                            (16,167)
 Restructuring                                                (34)
 Other                                                      1,866
                                                         --------

     Total costs and expenses                              71,127
                                                         --------

OPERATING INCOME                                           13,807

OTHER INCOME AND EXPENSES:
 Interest income                                              305
 Interest expense                                          (3,497)
                                                         --------

     Total other income and expenses                        3,192
                                                         --------
INCOME BEFORE PROVISION
 FOR INCOME TAXES                                          10,615

PROVISION FOR INCOME TAXES                                      -
                                                         --------

NET INCOME                                               $ 10,615
                                                         ========

Net income per common share                              $   0.51
                                                         --------

Weighted average number of common
 and common equivalent shares outstanding                  20,615
                                                         --------
</TABLE>


See notes to consolidated financial statements.




                                      5
<PAGE>   6



TPI ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(GOING CONCERN BASIS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                             QUARTER ENDED
                                                                                                APRIL 21,
                                                                                                  1996
                                                                                              -----------
                                                                                              (DOLLARS IN
                                                                                               THOUSANDS)
<S>                                                                                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                                     $ 10,615
 Adjustments to reconcile net income to net cash provided by operating activities:   
  Depreciation and amortization                                                                    5,146
  Deferred income taxes                                                                             (185)
  Reserve for restructuring                                                                          (34)
  Provision for asset valuation                                                                  (16,167)
  Changes in assets and liabilities:
   Accounts receivable-trade                                                                         306
   Litigation settlement receivable                                                               30,000
   Inventories                                                                                     2,258
   Other current assets                                                                            1,593
   Other assets                                                                                     (118)
   Accounts payable-trade                                                                         (2,432)
   Accrued expenses and other current liabilities                                                (13,416)
   Reserve for restructuring                                                                        (510)
   Income taxes currently payable                                                                     22
   Other liabilities                                                                                 (62)
                                                                                                --------
     Net cash provided by operating activities                                                    17,016

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of property and equipment                                                            (1,360)
 Disposition of property and equipment                                                               509
 Other                                                                                                 5
                                                                                                --------
     Net cash used in investing activities                                                          (846)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net borrowings on credit facilities                                                               2,500
 Other long-term debt payments                                                                      (432)
 Common shares issued                                                                                 33
                                                                                                --------
     Net cash provided by financing activities                                                     2,101
                                                                                                --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                         18,271

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                     8,744
                                                                                                --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                        $ 27,015
                                                                                                ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Non-cash transactions:
  Capitalized lease obligations entered into                                                    $    299
 Cash payments during the quarter for:
  Interest                                                                                         3,360
  Income taxes paid                                                                                  200

</TABLE>

See notes to consolidated financial statements.




                                      6


<PAGE>   7




TPI ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION - Pursuant to the terms of the Plan of Tax-Free
    Reorganization under Section 368(a)(1)(c) of the Internal Revenue Code and
    Agreement, dated March 15, 1996, as amended, by and among TPI Enterprises,
    Inc. (the "Company"), Shoney's, Inc. ("Shoney's") and TPI Restaurants
    Acquisition Corporation, a wholly-owned subsidiary of Shoney's (the
    "Agreement"), the Company completed the sale of substantially all of the
    Company's assets to Shoney's (the "Transaction") on September 9, 1996.  In
    connection with the Transaction, the Company's Board of Directors approved
    a Plan of Complete Liquidation as required by the Agreement.  Under the
    Plan of Complete Liquidation, the Company is required to wind-down its
    operations and distribute its assets after paying or making provision for
    its liabilities.  On October 1, 1996, the Company distributed 6,785,114
    shares of Shoney's common stock, $1.00 par value ("Shoney's Common Stock"),
    representing the total number of shares of Shoney's Common Stock received
    pursuant to the Transaction, to its shareholders of record as of September
    24, 1996.

    As a result of the Transaction, the Company adopted the liquidation basis
    of accounting for all periods subsequent to September 9, 1996.  Under the
    liquidation basis of accounting, assets are stated at their estimated
    realizable value and liabilities, including a provision for the estimated
    costs of liquidation, are stated at their anticipated settlement amounts.
    The valuations of assets and liabilities are based on management estimates
    and assumptions as of the date of the financial statements; actual
    realization of assets and settlement of liabilities could be higher or
    lower than amounts indicated.

    CONSOLIDATED FINANCIAL STATEMENTS - The consolidated statement of net
    assets in liquidation as of April 20, 1997, the consolidated statement of
    changes in net assets in liquidation for the period ended April 20, 1997
    and the consolidated statements of income and cash flows for the period
    ended April 21, 1996 have been prepared by the Company without audit.  In
    the opinion of management, all adjustments (which include only normal
    recurring adjustments) necessary to present fairly the consolidated change
    in net assets in liquidation for the period ended April 20, 1997 and the
    consolidated results of operations and cash flows for the period ended
    April 21, 1996 have been made.  The Company's first quarter consists of a
    16 week period with 12 week periods in each of the three remaining
    quarters.

    Certain information and footnote disclosures normally included in financial
    statements prepared in accordance with generally accepted accounting
    principles have been condensed or omitted.  These financial statements
    should be read in conjunction with the audited financial statements of the
    Company included in its Annual Report on Form 10-K for the year ended
    December 29, 1996.

    NET INCOME PER COMMON SHARE - As explained above in "Basis of
    Presentation", effective September 9, 1996, the Company adopted the
    liquidation basis of accounting, which reports an excess of assets over
    liabilities.  Accordingly, the presentation of per common share information
    on a liquidation basis is not considered meaningful and has been omitted.




                                      7

<PAGE>   8



    Income (loss) per common share data for the sixteen weeks ended April 21,
    1996 has been computed as that period is reported on the going concern
    basis of accounting.  As the Company's options, warrants, and convertible
    debentures had an antidilutive effect during that  period, earnings per
    share is computed by dividing net income by the weighted average number of
    common shares outstanding during the period.

    INVESTMENTS - The Company's $5,170,000 in investments at April 20, 1997
    represent U.S. Treasury bills due June 13, 1997.  At April 20, 1997, the
    cost of the investments, which includes accrued interest, approximates net
    realizable value.

2.  SHONEY'S, INC. TRANSACTION

    GENERAL - On September 9, 1996, the Company consummated the sale of
    substantially all of its assets to Shoney's pursuant to the terms of the
    Agreement.

    The Company's results of operations for 1996 include a gain on the
    Transaction of approximately $7.1 million.  This gain reflects the excess
    of the net proceeds and assumption of debt by Shoney's in excess of the
    Company's basis in the assets sold.  At December 31, 1995, the Company
    recorded a provision of $17.0 million to reduce the carrying value of the
    net assets to be exchanged to the estimated fair value of the consideration
    to be received from Shoney's.  During the first quarter of 1996, the
    Shoney's Common Stock price increased, resulting in an increase in the fair
    value of the consideration to be received by the Company.  As a result of
    the increase in the Shoney's Common Stock price, the Company determined the
    valuation allowance was no longer required and reversed the allowance
    during 1996.

    CONSIDERATION - In exchange for substantially all of the assets of the
    Company, including the shares of capital stock of TPI Restaurants, Inc.
    ("TPIR"), TPI Entertainment, Inc., and TPI Insurance Corporation, at the
    closing of the Transaction (the "Closing"), the Company received from
    Shoney's an aggregate of 6,785,114 shares of Shoney's Common Stock and was
    permitted to retain approximately $4,650,000 in cash, plus certain
    additional cash to pay the Company's remaining Specified Wind-up Expenses
    (as defined in the Agreement).  As noted under the caption "Initial
    Distribution" below, on October 1, 1996, the 6,785,114 shares of Shoney's
    Common Stock were distributed to the Company's shareholders of record as of
    September 24, 1996.

    The Agreement entitled the Company to retain up to $7,500,000 in cash
    ("Retained Cash") and up to $7,350,000 to pay Specified Wind-up Expenses,
    in each case subject to certain adjustments.  Approximately $1,150,000 in
    Retained Cash was exchanged for additional shares of Shoney's Common Stock
    pursuant to the Agreement, thereby reducing the amount of Retained Cash to
    approximately $6,350,000.  Specified Wind-up Expenses (net of investment
    income) are currently estimated to be approximately $1,515,000 in excess of
    the $7,350,000 allotment.  Such excess included a payment of approximately
    $1,300,000 to Shoney's at the Closing in settlement of certain liabilities
    or contingent liabilities which exceeded the liabilities agreed to be
    retained by Shoney's in the  Agreement.  The $1,300,000 payment included
    approximately $550,000 for Excess Repair and Maintenance Expenses (as
    defined in the Agreement).

    Current estimates indicate that Retained Cash will be $4,835,000, or $0.234
    per share of the Company's Common Stock.  This assumes that no liabilities
    of the Company, other than those presently known, arise prior to its
    liquidation.  This amount also assumes that the Company's actual
    liabilities are the same in amount as its budgeted liabilities; such actual
    liabilities may be higher or lower.  Of the $4,835,000, a maximum of up to
    approximately $400,000 will be required to be retained by the Company for
    the benefit of holders of the stock options of the Company which were





                                      8

<PAGE>   9



    assumed by Shoney's in the Transaction ("Shoney's Options"), until such
    time as such options are exercised, are terminated, or expire.  Under the
    Company's Plan of Complete Liquidation, if Shoney's Options are not
    exercised prior to the final liquidating distribution record date, such
    cash, after providing for the expenses of the distribution thereof, will be
    distributed to the Company's shareholders.  The final liquidating
    distribution record date will occur no earlier than December 31, 1998.

    INITIAL DISTRIBUTION - On October 1, 1996, the Board of Directors of the
    Company (the "Company's Board") made an initial distribution to its
    shareholders of all of the shares of Shoney's Common Stock received by the
    Company in the Transaction (the "Initial Distribution") to holders of
    record of the Company's Common Stock on September 24, 1996.

    RESIGNATION OF OFFICERS AND BOARD MEMBERS - Effective as of September 9,
    1996, all of the officers of the Company resigned, except for Frederick W.
    Burford, who was elected as the Company's President, Chief Financial
    Officer and Secretary, and Paul J. Siu, who was elected as Assistant
    Secretary.  Effective as of October 10, 1996, all of the members of the
    Company's Board resigned, except for Mr. Burford and Mr. Siu.

    PLAN OF DISSOLUTION - The Company's Board intends to dissolve the Company
    in accordance with the provisions of the New Jersey Business Corporation
    Act (the "NJBCA") by obtaining tax clearance and by causing a certificate
    of dissolution to be filed in the office of the Secretary of State of the
    State of New Jersey.  The application for tax clearance was approved on
    December 31, 1996, at which time a certificate of dissolution was filed.

    On each of February 3, 10 and 17, 1997, the Company gave notice requiring
    all then-known creditors of the Company to present their claims in writing
    on or prior to August 26, 1997, which notice was published in newspapers of
    general circulation as provided in the NJBCA.  Generally, any creditor who
    does not file a claim as provided in the notice, and all those claiming
    through and under such creditor, would be forever barred from suing on such
    claim or otherwise realizing upon or enforcing it.

    The Company's Board does not currently intend to make any cash
    distributions to its shareholders until such time as the period for
    creditors of the Comapny to present written proof of their claims shall
    have expired, which period terminates on August 26, 1997.  At such time,
    the Company's Board intends to review the assets and liabilities of the
    Company and consider the effect of all then known or anticipated
    liabilities, including the audit discussed in Note 3 below.  After such
    review, the Company's Board intends to declare a distribution consisting of
    all of the then remaining cash other than cash in escrow, cash that the
    Company's Board deems necessary to satisfy liabilities (if any) and
    expenses associated with the audit discussed in Note 3 below, or cash
    required to be retained for holders of Shoney's Options.  It is expected
    that such distribution will be made on or prior to September 8, 1997.

3.  TAX MATTERS

    On April 11, 1997, the Company received a notification from the Internal
    Revenue Service (the "IRS") indicating that the IRS would be auditing the
    Company's 1995 tax return.  At the present time, the Company is not aware
    of any amounts that would be owed as a result of this review.  However, any
    findings by the IRS which would result in additional monies owed by the
    Company would affect the Company's estimate of the remaining cash available
    for distribution.  To the extent




                                      9

<PAGE>   10


    that the audit is not completed on or before August 26, 1997, the Board
    will consider the effect of the anticipated liabilities (if any) and
    expenses associated with the audit prior to declaring a distribution of the
    remaining cash available for distribution.  There can be no assurance that
    the Board will not decide to delay any cash distribution pending the
    results of the audit.



                                      10

<PAGE>   11




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

GENERAL

As a result of the sale of the majority of the Company's assets (Note 2) and
the Company's Board's approval to adopt a Plan of Complete Liquidation, the
financial statements have been prepared on a liquidation basis of accounting.
Accordingly, assets have been valued at their estimated net realizable value
and liabilities include estimated costs to carry out the Plan of Complete
Liquidation.

RESULTS OF OPERATIONS

Prior to the Transaction, the Company's results of operations for the sixteen
week period from December 30, 1996 to April 21, 1996 is presented in the
accompanying financial statements.  Since results for the current quarter only
include the change in net assets in liquidation, the quarters are not
comparable.  Therefore, a comparison of material changes in results of
operations is not applicable.

SIGNIFICANT OR UNUSUAL ITEMS

At December 31, 1995, the Company recorded a provision of $17.0 million to
reduce the carrying value of the net assets to be exchanged to the estimated
fair value of the consideration to be received from Shoney's.  During the first
quarter of 1996, the Shoney's Common Stock price increased, resulting in an
increase in the fair value of the consideration to be received by the Company.
As a result of the increase in the Shoney's Common Stock price, the Company
determined the valuation allowance was no longer required and reversed the
allowance during the first quarter of 1996.

Other costs for the sixteen weeks ended April 21, 1996 included on the
Consolidated Statements of Income includes $1.3 million of costs incurred in
connection with the Transaction.

LIQUIDITY AND CAPITAL RESOURCES

The Company has no available short-term or long-term facilities.  The Company
believes that its present cash and cash equivalents, short-term investments,
and earnings on such investments will allow it to implement its Plan of
Complete Liquidation.  The Company made its initial distribution under its Plan
of Complete Liquidation on October 1, 1996 by distributing all of the Shoney's
Common Stock received in the Transaction to its shareholders of record at
September 24, 1996.  As of October 6, 1996, the Company has approximately $4.8
million in assets in excess of its liabilities.  The Company does not currently
intend to make any cash distributions to its shareholders until such time as
the period for creditors of the Company to present written proof of their
claims, if any, shall have expired.  At such time, the Company's Board intends
to review the assets and liabilities of the Company and consider the effect of
all then known or anticipated liabilities and, after paying or making provision
for all then known or anticipated liabilities, it intends to declare a
distribution consisting of all of the then remaining cash other than cash in
escrow, cash that the Company's Board deems necessary to satisfy liabilities
(if any) and expenses associated with the audit discussed in Note 3 above, and
the cash required to be retained for holders of Shoney's Options.  It is
expected that such distribution will be made on or prior to September 8, 1997.




                                      11

<PAGE>   12




PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

TPI Restaurants, Inc. v. Marlin Services, Inc., Marlin Electric, Inc., d/b/a
Marlin Services and the Aetna Casualty and Surety Company and Marlin Electric,
Inc. v. TPI Restaurants, Inc. and Related Matters

    On March 7, 1996, the Company filed a civil action in the Circuit Court of
    Palm Beach County; captioned TPI Restaurants, Inc. v. Marlin Services,
    Inc., Marlin Electric, Inc., d/b/a Marlin Services, Inc. ("Marlin") and The
    Aetna Casualty and Surety Company.  The Company contended, among other
    things, that Marlin breached terms of a maintenance service agreement that
    Restaurant had entered into with Marlin by failing to perform timely
    maintenance as required by the agreement, overcharging for parts and
    materials, improperly billing for labor and improper charging for overhead.
    On March 7, 1996, Marlin filed a separate action in the U.S. District
    Court of Virginia against Restaurants alleging among other things that
    Restaurants breached its contract with Marlin by failing to pay amounts
    owed under the contract.  Marlin claimed damages in excess of $2.2 million
    through March 1996.

    On June 27, 1996, the Company entered into a settlement with Marlin.  The
    settlement provided for the payment to Marlin of an aggregate of $1,150,000
    in cash in settlement of the civil action brought by Marlin against
    Restaurants.  Under the terms of the settlement agreement, Marlin was
    obligated to use settlement proceeds to fulfill its obligations with all
    subcontractors hired by Marlin to perform work under Marlin's maintenance
    service agreement with Restaurants, and Marlin was entitled to the excess,
    if any, after all of the subcontractors had been paid.  No payment was to
    have been made to any subcontractor unless the subcontractor fully released
    Restaurants from any liability and released all liens, if any, filed
    against Restaurants.  As part of the settlement, mutual releases were
    exchanged among the parties and the two civil actions were dismissed.

    On March 12, 1997, the Company amended the settlement agreement with Marlin
    pursuant to which the Company paid Marlin $95,000 of the remaining
    settlement funds on March 3, 1997.  The remainder of the settlement funds,
    in the amount of approximately $69,000 will be held by the Company in an 
    escrow account until such time as the Company is satisfied that Marlin has
    complied with all remaining obligations under the original settlement
    agreement.  Marlin will not be able to apply for these funds until February
    1, 1998.  The Company also has the right to pay any subcontractors directly
    from this fund.



Other Proceedings

To the Company's knowledge, the Company and its subsidiaries are not party to
any other outstanding lawsuits.




                                      12

<PAGE>   13




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

    (a) Exhibits:

    27- Financial Data Schedule (for SEC use only)

    (b) Reports on Form 8-K: (None)





                                      13

<PAGE>   14




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.
                                       (Registrant)


                                  By: /s/ Frederick W. Burford
                                     ---------------------------
Date  June 4, 1997                    Frederick W. Burford
                                      President, Chief Financial 
                                      Officer and Secretary
                                              





                                      14