As filed with the Securities and Exchange Commission on March 25, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Advantica Restaurant Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 5812 13-3487402
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number)
Incorporation or Organization) Classification Code Number)
DENNY'S HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 5812 22-3004358
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number)
Incorporation or Organization) Classification Code Number)
203 EAST MAIN STREET
SPARTANBURG, SOUTH CAROLINA 29319
(864) 597-8000
(Address, Including Zip Code, and Telephone Number, Including
Area Code of Registrant's Principal Executive Offices)
RHONDA J. PARISH, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
ADVANTICA RESTAURANT GROUP, INC.
203 EAST MAIN STREET
SPARTANBURG, SOUTH CAROLINA 29319-9966
(864) 597-8000
(Address, Including Zip Code, and Telephone Number,
Including Area Codes of Agent For Service)
WITH COPIES TO:
GARY C. IVEY, ESQ. NICHOLAS P. SAGGESE, ESQ.
ALSTON & BIRD LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
BANK OF AMERICA PLAZA, SUITE 4000 300 SOUTH GRAND AVENUE, SUITE 3400
101 S. TRYON STREET LOS ANGELES, CALIFORNIA 90071
CHARLOTTE, NORTH CAROLINA 28202 (213) 687-5000
(704) 444-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as possible after the effective date of this Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| File No. 333-72658
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SECURITY OFFERING PRICE (2) REGISTRATION FEE
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12 3/4% SENIOR NOTES DUE 2007 $7,950,000 (2) $7,707,824 $709.12
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(1) Additional principal amount of 12 3/4% Senior Notes due 2007 (the "New
Notes") issuable pursuant to the exchange offer described in the registrants'
Registration Statement on Form S-4 (File No. 333-72658) and the prospectus, as
supplemented, relating thereto (the "Exchange Offer").
(2) Pursuant to Rule 457(f)(1) of the Securities Act of 1933, as amended, the
registration fee has been calculated based on the market value of the securities
to be received by Advantica Restaurant Group, Inc. in the Exchange Offer with
respect to the New Notes registered hereunder. The market value of such
securities is $7,707,824, which amount represents 77.563% (the average of the
bid and ask prices reported by Advantage Data Inc. on March 20, 2002),
multiplied by $9,937,500 (the maximum aggregate amount of the 11 1/4% Senior
Notes due 2008 of Advantica Restaurant Group, Inc. (the "Old Notes") sought in
the Exchange Offer with respect to the New Notes; this amount of Old Notes is
included in, and is a part of, the $265,000,000 of Old Notes originally the
subject of the Exchange Offer).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction K of Form S-4, both as promulgated under the Securities Act
of 1933, as amended. The contents of the Registration Statement on Form S-4
(File No. 333-72658) filed by Advantica Restaurant Group, Inc. and Denny's
Holdings, Inc. with the Securities and Exchange Commission on November 1, 2001,
as amended, which was declared effective by the Securities and Exchange
Commission on December 31, 2001, including the exhibits thereto, are
incorporated by reference into, and shall be deemed part of, this registration
statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
All exhibits filed with or incorporated by reference in the
registrants' Registration Statement on Form S-4 (File No. 333-72658) are
incorporated by reference into, and shall be deemed to be a part of, this
registration statement, except for the following, which are filed herewith.
EXHIBIT NO. DESCRIPTION
----------- -----------
5.1 Opinion of Alston & Bird LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (incorporated by reference to Amendment No. 1
to the registrants' Registration Statement on Form S-4, dated
December 6, 2001 (File No. 333-72658)).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrants have duly caused this registration statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of
Spartanburg, State of South Carolina and the City of New York, State of New
York, respectively, on March 25, 2002.
ADVANTICA RESTAURANT GROUP, INC.
By: /s/ RHONDA J. PARISH
-----------------------------
Rhonda J. Parish
Executive Vice President,
General Counsel and Secretary
DENNY'S HOLDINGS, INC.
By: /s/ JAMES H. ALLYN
-----------------------------
James H. Allyn
Vice President and Secretary
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ADVANTICA RESTAURANT GROUP, INC
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 25, 2002.
SIGNATURE Title
--------- -----
* President and Chief Executive Officer,
------------------------------------ Director (Principal Executive Officer)
Nelson J. Marchioli
/s/ ANDREW F. GREEN Senior Vice President (Principal
----------------------------------- Financial Officer and Principal
Andrew F. Green Accounting Officer)
* Director
------------------------------------
Vera K. Farris
* Director
------------------------------------
Robert E. Marks
* Director
------------------------------------
Lloyd I. Miller, III
* Director
------------------------------------
Charles F. Moran
* Director
------------------------------------
Elizabeth A. Sanders
* Director
------------------------------------
Donald R. Shepherd
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* The undersigned, by signing her name hereto, does sign and execute this
registration statement pursuant to the Powers of Attorney executed by the
above-named officers and directors and filed herewith.
/s/ RHONDA J. PARISH
----------------------------------------
Rhonda J. Parish
Attorney-in-Fact
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DENNY'S HOLDINGS, INC
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 25, 2002.
SIGNATURE Title
--------- -----
* President and Treasurer, Director
------------------------------------ (Principal Executive Officer, Principal
Samuel S. Sontag Financial Officer and Principal
Accounting Officer)
/s/ JAMES A. ALLYN Director
------------------------------------
James H. Allyn
------------
* The undersigned, by signing his name hereto, does sign and execute this
registration statement pursuant to the Powers of Attorney executed by the
above-named officers and directors and filed herewith.
/s/ JAMES H. ALLYN
----------------------------------------
James H. Allyn
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Alston & Bird LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (incorporated by reference to Amendment No. 1
to the Registration Statement on Form S-4 dated December 6, 2001
(File No. 333-72658))
5