<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 October 6, 1996     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 he past 90 days.
Yes  X   No
    ---     ---

     The number of shares outstanding of the registrant's common stock is
20,664,512 as of November 15, 1996.


================================================================================
<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)
   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.

<PAGE>   3

ITEM 1.  FINANCIAL STATEMENTS

                          TPI ENTERPRISES, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
                                   (LIQUIDATION BASIS)

<TABLE>
<CAPTION>
                                                                                 October 6,       
                                                                                    1996          
                                                                           (Dollars in Thousands) 
ASSETS
<S>                                                                               <C>
  Cash and cash equivalents                                                       $  2,101
  Investments                                                                        5,000
                                                                                  --------
      Total Assets                                                                   7,101

LIABILITIES

  Reserve for estimated costs during the period of liquidation                       1,230
  Accrued expenses                                                                     983
  Accrued costs of litigation settlement                                               250
                                                                                  --------
      Total liabilities                                                              2,463
                                                                                  --------
NET ASSETS IN LIQUIDATION                                                         $  4,638
                                                                                  ========
See notes to consolidated financial statements.
</TABLE>








                                      3



<PAGE>   4

                    TPI ENTERPRISES, INC. AND SUBSIDIARIES
              CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995
                            (GOING CONCERN BASIS)

<TABLE>
<CAPTION>
                                                                                                   December 31,
                                                                                                       1995
                                                                                               (Dollars in Thousands)

ASSETS
<S>                                                                                                 <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                                         $     8,744
  Accounts receivable-trade (net of allowance for doubtful accounts of $125 in 1995)                      1,248
  Litigation settlement receivable                                                                       30,000
  Inventories                                                                                            13,020
  Deferred tax benefit                                                                                    5,728
  Other current assets                                                                                    3,237
                                                                                                    -----------
      Total current assets                                                                               61,977

PROPERTY AND EQUIPMENT (AT COST)                                                                        236,969
  Less accumulated depreciation and amortization                                                         79,637
  Less allowance for restructuring                                                                        8,752
                                                                                                    -----------
       property and equipment, net                                                                      148,580

OTHER ASSETS:
  Goodwill (net of accumulated amortization of $9,431 in 1995)                                           36,396
  Less valuation allowance                                                                               17,000
                                                                                                    -----------
       Total other assets                                                                                19,396

OTHER INTANGIBLE ASSETS (NET OF ACCUMULATED DEPRECIATION OF $6,504 IN 1995)                              18,298

OTHER                                                                                                       625
                                                                                                    -----------
TOTAL ASSETS                                                                                        $   248,876
                                                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
  Current liabilities:
   Current portion of long-term debt                                                                $    24,231
   Accounts payable-trade                                                                                16,052
   Accrued expenses and other current liabilities                                                        30,604
   Accrued costs of litigation settlement                                                                13,537
   Income taxes currently payable                                                                           618
                                                                                                    -----------
         Total current liabilities                                                                       85,042
   Long-term debt                                                                                        81,628
   Reserve for restructuring                                                                              8,162
   Deferred income taxes                                                                                  5,537
   Other liabilities                                                                                      1,641
                                                                                                    -----------
         Total liabilities                                                                              182,010
</TABLE>


                                      4
<PAGE>   5
                    TPI ENTERPRISES, INC. AND SUBSIDIARIES
        CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995 (CONTINUED)
                            (GOING CONCERN BASIS)

<TABLE>
<CAPTION>
                                                                                                DECEMBER 31,      
                                                                                                    1995          
                                                                                           (DOLLARS IN THOUSANDS) 
SHAREHOLDERS' EQUITY:
<S>                                                                                              <C>
 Preferred shares - no par value 20,000,000 shares authorized; none issued
  and outstanding
 Common shares - $.01 par value - 100,000,000 shares authorized;
  issued - 33,402,553 shares in 1995                                                             $      334
 Additional paid-in capital                                                                         226,454
 Deficit                                                                                            (90,157)
                                                                                                 ----------  
     Total                                                                                          136,631  
 Less treasury stock, at cost, 12,805,266 common shares                                              69,765  
                                                                                                 ----------  
     Total shareholders' equity                                                                      66,866  
                                                                                                 ----------  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                       $  248,876  
                                                                                                 ==========  
</TABLE> 
See notes to consolidated financial statements.













                                      5

<PAGE>   6

                    TPI ENTERPRISES, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND CHANGES IN NET ASSETS IN
                                  LIQUIDATION

<TABLE>
<CAPTION>
                                                                            (Dollars in Thousands)
                                                  --------------------------------------------------------------------------
                                                           Twelve Weeks Ended                    Forty Weeks Ended
                                                  ------------------------------------  ------------------------------------
                                                      October 6,         October 1,         October 6,         October 1,
                                                         1996               1995               1996               1995
                                                     (Liquidation      (Going Concern      (Liquidation      (Going Concern
                                                        Basis)             Basis)             Basis)             Basis)
<S>                                                    <C>                <C>                <C>                <C>
RESTAURANT REVENUES                                    $   43,929         $   65,492         $  195,219         $  216,477

COSTS AND EXPENSES:
  Food, supplies, and uniforms                             15,867             23,933             71,020             78,656
  Restaurant labor and benefits                            13,120             21,256             61,761             67,589
  Restaurant depreciation and amortization                  1,775              2,553              8,076              9,472
  Other restaurant operating expenses                       9,822             13,866             38,851             41,474
  General and administrative expenses                       4,768              5,516             16,464             17,193
  Provision for asset valuation                                                                 (17,000)
  Closed unit reserve                                         152                                 4,809
  Restructuring                                               101             (3,049)               (69)            (3,049)
  Other                                                       (25)                 3              7,088                576
                                                       ----------         ----------         ----------         ----------
      Total costs and expenses                             45,580             64,078            191,000            211,911
                                                       ----------         ----------         ----------         ----------

OPERATING INCOME                                           (1,651)             1,414              4,219              4,566

OTHER INCOME AND EXPENSES:
  Interest income                                            (154)               (38)              (661)              (212)
  Interest expense                                          1,645              2,399              7,596              7,989
  Gain on Sale                                             (7,124)                               (7,124)
                                                       ----------         -----------        ----------         -----------

      Total other income and expenses                      (5,633)             2,361               (189)             7,777
                                                       ----------         ----------         ----------         ----------
INCOME (LOSS) BEFORE PROVISION
  FOR INCOME TAXES                                          3,982               (947)             4,408             (3,211)

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

NET INCOME (LOSS)                                           3,982         $     (947)             4,408         $   (3,211)
                                                                          ==========                            ==========
Net loss per common share                                                 $    (0.05)                           $    (0.16)
                                                                          ==========                            ==========
Weighted average number of common
  and common equivalent shares outstanding                                    20,467                                20,436
                                                                          ==========                            ==========
NET ASSETS, BEGINNING OF PERIOD (1)                        67,401                                66,866

ADJUSTMENT TO LIQUIDATION BASIS                            (1,250)                               (1,250)

OTHER                                                          66                                   175

CHANGES IN NET ASSETS IN LIQUIDATION
  ATTRIBUTED TO DISTRIBUTION OF           
  SHONEY'S, INC. STOCK TO SHAREHOLDERS    
  OF RECORD                                               (65,561)                              (65,561)
                                                       ----------                            ----------

NET ASSETS, END OF PERIOD                              $    4,638                            $    4,638
                                                       ==========                            ==========
</TABLE>

(1) Net assets, beginning of period represent net equity as of July 14, 1996 
and December 31, 1995, respectively.


See notes to consolidated financial statements.





                                      6
<PAGE>   7

                   TPI ENTERPRISES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                  (Dollars in Thousands)        
                                                                                              ------------------------------    
                                                                                                    Forty Weeks Ended           
                                                                                                        October 1,       
                                                                                                          1995          
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                                   <C>
 Net loss                                                                                             $    (3,211)
 Adjustments to reconcile net loss to net cash provided by operating activities:
  Depreciation and amortization                                                                            13,392
  Gain on disposal of property and equipment                                                                 (314)
  Changes in assets and liabilities:               
    Accounts receivable-trade                                                                                (396)
    Inventories                                                                                              (689)
    Other current assets                                                                                     (612)
    Other assets                                                                                             (620)
    Accounts payable-trade                                                                                   (825)
    Accrued expenses and other current liabilities                                                          2,854
    Income taxes currently payable                                                                            (73)
    Reserve for restructuring                                                                              (6,779)
    Other liabilities                                                                                        (401)
                                                                                                      -----------
       Net cash provided by operating activities                                                            2,326

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of property and equipment                                                                     (5,729)
 Disposition of property and equipment                                                                      2,222
                                                                                                      -----------
Net cash used in investing activities                                                                      (3,507)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net payments on credit facilities                                                                         (8,600)
 Other long-term debt payments                                                                             (1,551)
 Common shares issued                                                                                         250
                                                                                                      -----------
Net cash used in financing activities                                                                      (9,901)
                                                                                                      -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                 (11,082)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                             17,228
                                                                                                      -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                              $     6,146
                                                                                                      ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
 Non-cash transactions:                             
  Capitalized lease obligations entered into                                                          $       365
 Cash payments (refunds) during the quarter for:    
  Interest                                                                                                  7,818
  Income taxes refunded                                                                                       (80)
  Income taxes paid                                                                                           172
</TABLE>


See notes to consolidated financial statements.



                                      7
<PAGE>   8



                     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 October 6, 1996, the consolidated statements of loss and changes in net
    assets for the periods ended October 6, 1996 and October 1, 1995, and the
    consolidated statement of cash flows for the period ended October 1, 1995
    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 financial
    position at October 6, 1996, the consolidated results of operations for the
    periods ended September 8, 1996 and October 1, 1995, the consolidated
    change in net assets in liquidation for the period ended October 6, 1996,
    and the consolidated statement of cash flows for the period ended October
    1, 1995, 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 31, 1995.

    NET INCOME (LOSS) 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.



                                       8


<PAGE>   9

    Income (loss) per common share data for the twelve and forty weeks ended
    October 1, 1995 have been computed as those periods are reported on the
    going concern basis of accounting.  As the Company's options, warrants, and
    convertible debentures have an antidilutive effect during these periods,
    earnings per share amounts are computed by dividing net income by the
    weighted average number of common shares outstanding during the periods.

    INVESTMENT - The Company's $5,000,000 investment at October 6, 1996
    represents U.S. Treasury bills due December 12, 1996.  At October 6, 1996,
    cost 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.

    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 are currently
    estimated to be approximately $1,700,000 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).  As a result, Retained Cash is approximately $4,650,000, or
    $0.205 per share of the Company's Common Stock.

    The $4,650,000 in Retained Cash assumes that no liabilities of the
    Company, other than those presently known, arise prior to its dissolution.
    Of the $4,650,000 in Retained Cash, a maximum of 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 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.




                                       9
<PAGE>   10

    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's
    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 filed on
    October 20, 1996.  It is currently anticipated that this process will be
    completed by the end of 1996, although there can be no assurance that the
    State of New Jersey will not take longer to dissolve the Company.

    SUBSEQUENT DISTRIBUTIONS - Pursuant to the NJBCA, promptly after the Company
    has been dissolved, it will give notice requiring all creditors of the
    Company to present their claims in writing.  Such notice will also be
    published in newspapers of general circulation as provided in the NJBCA.
    This notice is required by the NJBCA to be published three times, once a
    week for three consecutive weeks, in a newspaper of general circulation in
    the county in which the registered office of the corporation is located and
    shall state that all persons who are creditors of the corporation shall
    present written proof of their claims to the corporation at a place and on
    or before a date named in the notice, which date shall not be less than six
    months after the date of the first publication.  On or before the date of
    the first publication of the notice, the corporation shall mail a copy of
    the notice to each known creditor of the corporation.  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 Company to present written proof of their claims 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.  It is
    expected that such distribution will occur by the middle of 1997.

                                       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.  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 eight
week period from July 15, 1996 to September 8, 1996 are presented in the
accompanying financial statements.  Since operations for the current year only
include eight and thirty-six weeks of actual operations, prior to the
Transaction, versus the twelve and forty weeks as included in the prior
periods, the results of operations are not comparable.  Therefore, a comparison
of material changes in results of operations is not applicable.

SIGNIFICANT OR UNUSUAL ITEMS

The Company's results of operations for the twelve week period  ended October
6, 1996 includes 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.   See Note 2 to the
Consolidated Financial Statements.

Other costs for the eight and thirty-six weeks ended September 8, 1996 included
on the Consolidated Statements of Income (Loss) and Changes in Net Assets in
Liquidation (the "Statement") includes approximately $.5 million and $5.3
million, respectively, of costs incurred in connection with the Transaction.

The adjustment to liquidation basis of accounting of $1.25 million included in
the Statement reflects management's estimate of the costs to carry out its Plan
of Complete Liquidation.  In the event that any of these amounts are not
required to liquidate the Company, excess cash will be distributed to the
Company's shareholders in a final distribution (Note 2).

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 $4.6
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 the cash
required to be retained for holders of Shoney's Options.  It is expected that
such distribution will occur by the middle of 1997.

                                       11


<PAGE>   12

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

Porpoise Asset Management and Lawrence Capital Management, Inc. v. J. Gary
    Sharp, et al.; Brock Weiner v. TPI Enterprises, Inc., et al. and Crandon
    Capital Partners, et al. v. TPI Enterprises, Inc., et al.

    During 1995, three shareholder lawsuits were filed against the Company and
    its Board of Directors.  The Plaintiffs alleged, among other things, that
    the Company's shareholders will receive inadequate consideration in the
    proposed Transaction, that the Transaction is the result of unfair dealing
    and economic coercion and that the Directors have breached their fiduciary
    duties to the Company's shareholders to maximize shareholder value.  The
    plaintiffs sought class action status and to enjoin the proposed
    transaction and recover damages.  The Company signed a letter of
    understanding dated March 15, 1996 for settlement of these three lawsuits,
    which was subject to several conditions, including Court approval of the
    settlement and the closing of the Transaction.  On August 8, 1996, the
    Court issued an order scheduling a hearing on the settlement for October
    29, 1996.  On October 29, 1996, the Court issued an Order and Final
    Judgment consolidating the three lawsuits, certifying the class and 
    approving the settlement.  The settlement required the payment by
    the Company of $250,000 which is expected to be paid by the end of 1996.
    The Company recorded a liability for $250,000 at December 31, 1996.

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
    TPIR 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 improperly 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 provides 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 shall be
    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 shall be entitled to the
    excess, if any, after all of the subcontractors have been paid.  No payment
    shall be made to any subcontractor unless the subcontractor fully releases
    Restaurants from any liability and releases all liens, if any, filed
    against Restaurants.  As part of the settlement, mutual releases have been
    exchanged among the parties and the two civil actions will be dismissed.
    Based on the terms of the settlement, the Company currently estimates that
    it will spend an aggregate of $1,500,000 to settle this action, including
    related legal costs.  As of October 6, 1996, approximately $599,000 of the
    $1,150,000 has been paid related to this settlement.

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<PAGE>   13

Other Proceedings

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



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:

    Registrant filed a current report on Form 8-K dated September 9, 1996
    reporting Item 2 - Acquisition or Disposition of Assets.


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<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)                          
                                                                      
                                                                      
Date:  November 20, 1996        By:  /s/  Frederick W. Burford        
                                   ------------------------------------------
                                          Frederick W. Burford                  
                                          President, Chief Financial Officer    
                                          and Secretary                         




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