As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-72658
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Incorporation or (Primary Standard Industrial (I.R.S. Employer Identification Number)
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 Incorporation or (Primary Standard Industrial (I.R.S. Employer Identification Number)
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. [ ]
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. [ ]
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EXPLANATORY NOTE
Upon the effectiveness of this Registration Statement on January 3,
2002, $204,050,000 aggregate principal amount of 12 3/4% Senior Notes due 2007
of Advantica Restaurant Group, Inc. and Denny's Holdings, Inc. (the "New
Notes"), were registered for possible issuance pursuant to Advantica's offer to
exchange up to $265,000,000 aggregate principal amount of its outstanding 11
1/4% Senior Notes due 2008 (the "Old Notes"). The purpose of this
Post-Effective Amendment No. 1 is to deregister all New Notes that were not
issued pursuant to this Registration Statement.
The exchange offer described in this Registration Statement expired at
5:00 p.m., New York City time, on April 9, 2002. $88,078,451.00 aggregate
principal amount of Old Notes were validly tendered for exchange and accepted
by Advantica. Accordingly, $70,389,000.00 aggregate principal amount of New
Notes were issued pursuant to the exchange offer.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") and the undertaking contained in this
Registration Statement pursuant to Item 512(a)(3) of Regulation S-K under the
Securities Act, Advantica and Denny's Holdings hereby remove from registration
under this Registration Statement $133,661,000.00 aggregate principal amount of
New Notes.
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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 June 28, 2002.
ADVANTICA RESTAURANT GROUP, INC.
By: /s/ RHONDA J. PARISH
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Rhonda J. Parish
Executive Vice President,
General Counsel and Secretary
DENNY'S HOLDINGS, INC.
By: /s/ JAMES H. ALLYN
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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 June 28, 2002.
SIGNATURE TITLE
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*
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Nelson J. Marchioli President and Chief Executive Officer, Director (Principal
Executive Officer)
/s/ ANDREW F. GREEN
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Andrew F. Green Senior Vice President
(Principal Financial Officer and Principal Accounting Officer)
*
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Vera K. Farris Director
*
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Robert E. Marks Director
*
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Lloyd I. Miller, III Director
*
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Charles F. Moran Director
*
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Elizabeth A. Sanders Director
*
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Donald R. Shepherd Director
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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 June 28, 2002.
SIGNATURE TITLE
--------- -----
*
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Samuel S. Sontag President and Treasurer, Director (Principal
Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
*
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James H. Allyn Director
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* 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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