<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 July 13, 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 August 21, 1997.


<PAGE>   2


PART I - FINANCIAL INFORMATION

Companies for which information is furnished:

     TPI Enterprises, Inc.(1)
     Telecom Plus Shared Tenants Services, Inc.(2)
     Maxcell Telecom Plus, Inc.(2)
     TPI Restaurants, Inc.(3)
     Insurex Agency, Inc.(3)(4)
     Insurex Benefit Administrators, Inc.(3)(4)
     TPI Entertainment, Inc.(3)
     TPI West Palm, Inc.(3)
     TPI Commissary, Inc.(3)(4)
     TPI Transportation, Inc.(3)(4)
     TPI Insurance Corporation (3)


(1) Dissolved under New Jersey law on December 31, 1996.

(2) Dissolved under Delaware law on August 19, 1997.

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

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


                                       2

<PAGE>   3
ITEM 1. FINANCIAL STATEMENTS

TPI ENTERPRISES, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                   JULY 13,  DECEMBER 29,
                                                                     1997        1996
                                                                   --------  ------------
                                                                  (DOLLARS IN THOUSANDS)
<S>                                                                 <C>         <C>
ASSETS

  CASH AND CASH EQUIVALENTS                                         $  829      $1,190
  INVESTMENTS                                                        5,198       5,078
                                                                    ------      ------

          TOTAL ASSETS                                               6,027       6,268

LIABILITIES

  RESERVE FOR ESTIMATED COSTS DURING THE PERIOD OF LIQUIDATION         861       1,053
  ACCRUED EXPENSES                                                     287         480
                                                                    ------      ------

          TOTAL LIABILITIES                                          1,148       1,533
                                                                    ------      ------

NET ASSETS IN LIQUIDATION                                           $4,879      $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                                                   144
                                                                  -------

NET ASSETS IN LIQUIDATION, JULY 13, 1997                          $ 4,879
                                                                  =======


</TABLE>












                                       4
<PAGE>   5
TPI ENTERPRISES, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                   TWELVE       TWENTY-EIGHT
                                                WEEKS ENDED      WEEKS ENDED
                                               JULY 14, 1996    JULY 14, 1996
                                               -------------    -------------
                                                   (DOLLARS IN THOUSANDS)
<S>                                               <C>              <C> 
RESTAURANT REVENUES                               $ 66,356         $ 151,290

COSTS AND EXPENSES:
  FOOD, SUPPLIES, AND UNIFORMS                      24,120            55,153
  RESTAURANT LABOR AND BENEFITS                     21,183            48,641
  RESTAURANT DEPRECIATION AND AMORTIZATION           2,707             6,301
  OTHER RESTAURANT OPERATING EXPENSES               12,620            29,029
  GENERAL AND ADMINISTRATIVE EXPENSES                4,728            11,696
  PROVISION FOR ASSET VALUATION                       (833)          (17,000)
  CLOSED UNIT RESERVE                                4,657             4,657
  RESTRUCTURING                                       (136)             (170)
  OTHER                                              5,247             7,113

          TOTAL COSTS AND EXPENSES                  74,293           145,420

OPERATING INCOME                                    (7,937)            5,870

OTHER INCOME AND EXPENSES:
  INTEREST INCOME                                     (202)             (507)
  INTEREST EXPENSE                                   2,454             5,951

          TOTAL OTHER INCOME AND EXPENSES            2,252             5,444

INCOME (LOSS) BEFORE PROVISION
  FOR INCOME TAXES                                 (10,189)              426

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

NET INCOME (LOSS)                                 $(10,189)        $     426
                                                  ========         =========

NET INCOME (LOSS) PER COMMON SHARE                $  (0.49)        $    0.02
                                                  ========         =========

WEIGHTED AVERAGE NUMBER OF COMMON
  AND COMMON EQUIVALENT SHARES OUTSTANDING          20,649            20,635
                                                  ========         =========
</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>
-----------------------------------------------------------------------------------------------------------

                                                                                   TWENTY-EIGHT WEEKS ENDED
                                                                                        JULY 14, 1996
                                                                                        --------------
                                                                                     (DOLLARS IN THOUSANDS)
<S>                                                                                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME                                                                               $    426
  ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
    DEPRECIATION AND AMORTIZATION                                                             8,790
    DEFERRED INCOME TAXES                                                                      (184)
    RESERVE FOR RESTRUCTURING                                                                  (170)
    PROVISION FOR ASSET VALUATION                                                           (17,000)
    CLOSED UNIT RESERVE                                                                       4,657
    CHANGES IN ASSETS AND LIABILITIES:
      ACCOUNTS RECEIVABLE-TRADE                                                                 607
      LITIGATION SETTLEMENT RECEIVABLE                                                       30,000
      INVENTORIES                                                                             3,690
      OTHER CURRENT ASSETS                                                                    1,706
      OTHER ASSETS                                                                             (243)
      ACCOUNTS PAYABLE-TRADE                                                                 (2,219)
      ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES                                         (6,844)
      RESERVE FOR RESTRUCTURING                                                              (1,836)
      INCOME TAXES CURRENTLY PAYABLE                                                           (128)
      OTHER LIABILITIES                                                                        (109)
                                                                                           --------

          NET CASH PROVIDED BY OPERATING ACTIVITIES                                          21,143

CASH FLOWS FROM INVESTING ACTIVITIES:
  ACQUISITION OF PROPERTY AND EQUIPMENT                                                      (2,012)
  DISPOSITION OF PROPERTY AND EQUIPMENT                                                         356
  OTHER                                                                                          63

          NET CASH USED IN INVESTING ACTIVITIES                                              (1,593)

CASH FLOWS FROM FINANCING ACTIVITIES:
  NET BORROWINGS ON CREDIT FACILITIES                                                         1,000
  OTHER LONG-TERM DEBT PAYMENTS                                                                (992)
  COMMON SHARES ISSUED                                                                           69

          NET CASH PROVIDED BY FINANCING ACTIVITIES                                              77
                                                                                           --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    19,627

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                8,744
                                                                                           --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                   $ 28,371
                                                                                           ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  NON-CASH TRANSACTIONS:
    CAPITALIZED LEASE OBLIGATIONS ENTERED INTO                                             $    299
  CASH PAYMENTS (REFUNDS) DURING THE QUARTER FOR:
    INTEREST                                                                                  4,703
    INCOME TAXES PAID                                                                           294

</TABLE>






                                       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.

      CONSOLIDATION - The consolidated statement of net assets in liquidation as
      of July 13, 1997, the consolidated statement of changes in net assets in
      liquidation for the period ended July 13, 1997 and the consolidated
      statement of income and the consolidated statement of cash flows for the
      period ended July 14, 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
      results of operations and the cash flows for the period ended July 14,
      1996 have been made.

      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.

      Income per common share data for the twelve and twenty-eight weeks ended
      July 14, 1996 have 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.



                                       7
<PAGE>   8

      INVESTMENT - The Company's $5,198,000 in investments at July 13, 1997
      represent U.S. Treasury bills due August 28, 1997. At July 13, 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.

      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 not
      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 an amount in cash, including sufficient 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 are currently
      estimated to be approximately $1,300,000 in excess of the $7,350,000
      allotment, which represents a payment 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 approximately
      $4,856,000, or $0.235 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
      $4,856,000, a maximum of up to approximately $210,000 will be required to
      be retained by the Company for the benefit of holders of the stock options
      of the Company which were 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. As of August 21, 1997, none of the Shoney's Options were
      exercised. The final liquidating distribution record date will occur no
      earlier than December 31, 1998.



                                       8

<PAGE>   9

      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. In August 1997, 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. See Note 5 regarding subsequent event.

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. See Note 2. The Board considered 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. See Note 5 regarding subsequent events. There can be no
      assurance that subsequent events will not cause the trustees of the
      liquidating trust to delay any cash distribution pending the results of
      the audit.

4.    RESTAURANT CLOSINGS

      During the second quarter of 1996, the Company closed ten of its Shoney's
      restaurants and one of its Captain D's restaurants. These underperforming
      restaurants were closed to reduce overhead and the impact of the projected
      cash flows. In connection with these closings, the Company recorded a
      provision of $4,657,000 to write-down the related assets of these
      restaurants to $5,050,000 which was their estimated fair value at July 14,
      1996 and to record liabilities associated with the closing of these
      locations. These liabilities included the cost of future lease payments
      and other expenses. The Company reclassified the $5,050,000 discussed
      above from property, plant and equipment to assets held for sale on its
      balance sheet at July 14, 1996. The reserve for closed stores and the
      estimated fair value of the remaining assets of these stores includes
      management's best estimates.



                                       9

<PAGE>   10

5.    SUBSEQUENT EVENT

      STOCK TRANSFER BOOKS - The Company closed its stock transfer books and
      other records, effective as of the close of business on August 21, 1997.
      No further trading of shares of Common Stock of the Company will be
      allowed from and after August 21, 1997 and all shares of the Company's
      Common Stock then outstanding, as reflected on the Company's stock
      transfer books, will represent only the right to receive a pro rata
      portion of the assets distributed in liquidation. SHAREHOLDERS SHOULD
      SURRENDER THEIR SHARES OF COMMON STOCK OF THE COMPANY TO THE COMPANY'S
      STOCK TRANSFER AGENT, AMERICAN STOCK TRANSFER & TRUST COMPANY, 6201 15TH
      AVENUE, BROOKLYN, NEW YORK, 11219, FOR CANCELLATION.

      LIQUIDATING TRUST - On August 21, 1997, the Company distributed all of its
      assets and liabilities to a liquidating trust. The trustees of the
      liquidating trust are Frederick W. Burford and Paul James Siu. Mr. Burford
      and Mr. Siu each own less than 1% of the outstanding shares of Common
      Stock of the Company as of August 21, 1997 (in each case, excluding
      options which are due to expire on September 8, 1997 and which are not
      anticipated to be exercised prior to such time). Mr. Burford is acting as
      administrative officer of the liquidating trust and as compensation
      therefor is being paid $2,500 per fiscal quarter until the liquidation is
      completed, which is anticipated to occur in January 1999.

      The agency agreement (the "Agency Agreement") governing the liquidating
      trust provides for the formation of a liquidating trust to determine and
      pay or otherwise satisfy or finally provide for all then remaining claims
      of creditors and other liabilities of the Company, including costs and
      expenses of the trustees and the amounts held back for the benefit of the
      holders of Shoney's Options. The Agency Agreement provides that the
      liquidating trust shall not engage in a trade or business and shall not
      take any actions except for the purpose of winding up its affairs. The
      trustees have been granted with the power, among other things, to collect
      assets and to pay, satisfy, and discharge the debts and other liabilities
      of the liquidating trust. Pursuant to the terms of the Agency Agreement,
      the trustees will distribute at least annually any proceeds from the sale
      of assets or income from investments, subject to retention of a reasonable
      amount of proceeds or income to meet claims and contingent liabilities.
      The Agency Agreement also provides for mechanisms for effecting the final
      liquidation of the liquidating trust and the distribution of amounts, if
      any, due to holders of Shoney's Options upon their exercise.

      The term of the liquidating trust is until the earlier to occur of (i)
      August 21, 2000 or (ii) the date of distribution of all property then held
      by or for the account of the liquidating trust, but in no event earlier
      than December 31, 1998.

      INITIAL CASH DISTRIBUTION - On August 21, 1997, after reviewing the assets
      and liabilities of the liquidating trust, the trustees have authorized an
      initial distribution of approximately $4,856,000, or $.235 in cash per
      share of Common Stock, which represented substantially all of the assets
      of the liquidating trust, less a reserve for known or anticipated
      liabilities, including a holdback of up to approximately $210,000, or
      $.235 in cash per share of Common Stock issuable upon exercise of Shoney's
      Options, for the benefit of holders of Shoney's Options. Subject to no
      other claims arising from and after August 21, 1997 which would cause the
      trustees to revisit the propriety of making a distribution to shareholders
      at this time, the distribution will be payable on September 12, 1997 to
      shareholders of record as of the close of business on August 21, 1997.


                                       10

<PAGE>   11

      After the initial cash distribution is made, the liquidating trust will
      continue to hold assets as a reserve against certain claims, including by
      the holders of Shoney's Options, the tax audit discussed in Note 3 and
      other known or anticipated liabilities, through the termination of the
      liquidating trust. It is currently anticipated that complete liquidation
      of the liquidating trust will occur in January 1999. At that time, the
      remaining assets, if any, in the liquidating trust not required to satisfy
      obligations will be distributed to the holders of record of the Common
      Stock of the Company as of the close of business on August 21, 1997. It is
      currently anticipated that there will be no more than a nominal amount of
      cash, if any, to distribute at that time.



                                       11
<PAGE>   12


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. The net adjustment required during the quarter to convert from a
going concern (historical basis) to a liquidation basis of accounting was a
decrease in net assets of $1.25 million. This amount represents the Company's
estimate of the costs to carry out the Plan of Complete Liquidation.

RESULTS OF OPERATIONS

Prior to the Transaction, the Company's results of operations for the twelve and
twenty-eight week periods from April 20, 1997 and December 29, 1996 are
presented in the accompanying financial statements. Since operations for the
current year 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 and twenty-eight weeks ended July 14, 1996 included
on the Consolidated Statements of Income included $3.4 and $4.7 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 July 13, 1997, the Company had approximately $4.9
million in assets in excess of its estimated 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 the cash
required to be retained for holders of Shoney's Options. See Note 5 regarding
subsequent event.


                                       12
<PAGE>   13


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 TPIR
   alleging among other things that TPIR 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 TPIR.
   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
   TPIR, 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 TPIR from any liability
   and released all liens, if any, filed against TPIR. 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 $70,000, 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.


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

       (a)  Exhibits:

            27- Financial Data Schedule (SEC Use Only)

       (b)  Reports on Form 8-K:

            None


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<PAGE>   15


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)

   
Date:  August 27, 1997          By: /s/ Federick W. Burford    
----------------------          ------------------------------------------------
                                Frederick W. Burford
                                Trustee of the TPI Enterprises Liquidating Trust



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