FRD ACQUISITION CO
8-K, 2001-01-16
EATING PLACES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (Date of earliest event reported): JANUARY 16, 2001



                               FRD ACQUISITION CO.
             (Exact name of registrant as specified in its charter)


         DELAWARE                      333-07601                 57-1040952
(State or other jurisdiction      (Commission File No.)       (I.R.S. Employer
of incorporation                                             Identification No.)


3355 MICHELSON DR., SUITE 350, IRVINE, CA                          92612
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:           (864) 597-8000


Former name or former address, if changed since last report:

<PAGE>

ITEM 5.  OTHER EVENTS.

FRD Acquisition Co. ("FRD") today reported that it has elected not to make an
interest payment due and payable as of January 16, 2001 with respect to its
12.5% Senior Notes due 2004 ("Senior Notes"). Under the Indenture for the Senior
Notes, there is a 30-day grace period (which will elapse on February 15, 2001)
prior to FRD's nonpayment of interest becoming an "Event of Default" under the
Indenture. In connection with FRD's election not to make the January 16, 2001
interest payment, FRD and its parent, Advantica Restaurant Group, Inc.
("Advantica"), continue to be in discussions with representatives of holders of
a majority of the 12.5% Senior Notes regarding, among other things, Advantica's
previously announced efforts to divest FRD (by means of, among other things, a
sale of the Coco's and Carrows businesses).

                                       -2-

<PAGE>

                                   SIGNATURES

        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.

                                  FRD Acquisition Co.

                                  By:    /s/Ronald B. Hutchison

                                      ------------------------------------------
                                  Name:  Ronald B. Hutchison
                                  Title: Executive Vice President

                                         (Duly authorized officer of
                                         registrant/principal financial officer)


Date:   January 16, 2001

                                       -3-

<PAGE>


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