<PAGE>
- --------------------------------------------------------------------------------
SEC Potential persons who are to respond to the collection of information
1746 (2- contained in this form are not required to respond unless the form
98) displays a currently valid OMB control number.
- --------------------------------------------------------------------------------
-------------------------------
UNITED STATES OMB APPROVAL
-------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 -------------------------------
Expires: November 30, 1999
-------------------------------
SCHEDULE 13D Estimated average burden
hours per response. . . 14.9
Under the Securities Exchange Act of 1934 -------------------------------
(Amendment No. 1)*
Advantica Restaurant Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Advantica Restaurant Group Inc. Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00758B109
- --------------------------------------------------------------------------------
(CUSIP Number)
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
(800) 343-2029
Attn: Sandra P. Tichenor, Esq.
Executive Vice President and General Counsel
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the
<PAGE>
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See (S).240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 00758B109
1. Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only).
Loomis, Sayles & Company, L.P.
Employer ID No. 04-3200030
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
<PAGE>
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power 7,603,588
Shares
Beneficially 8. Shared Voting Power 764,762
Owned by
Each 9. Sole Dispositive Power 8,678,527
Reporting
Person With 10. Shared Dispositive Power NONE
11. Aggregate Amount Beneficially Owned by Each Reporting
Person 8,678,527
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
21.68%
14. Type of Reporting Person (See Instructions) IA
<PAGE>
CUSIP No. 00758B109
1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only).
Loomis, Sayles & Company, Inc.
Employer ID No. 04-3200391
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Massachusetts
<PAGE>
7. Sole Voting Power 7,603,588
Number of
Shares
Beneficially 8. Shared Voting Power 764,762
Owned by
Each
Reporting 9. Sole Dispositive Power 8,678,527
Person With
10. Shared Dispositive Power NONE
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 8,678,527
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
21.68%
14. Type of Reporting Person (See Instructions) CO
<PAGE>
Item 1. Security and Issuer
Shares of Common Stock, par value $.01 ("Common Stock") of Advantica Restaurant
Group, Inc. ("the Issuer"). Advantica Restaurant Group, Inc., 203 Main Street,
Spartanburg SC 29319
Item 2. Identity and Background
(a) This Schedule 13D amendment is being filed by Loomis, Sayles
& Company, L.P. ("Loomis"), a Delaware limited partnership,
and its general partner, Loomis, Sayles & Company, Inc.
("LS Inc.," and, together with Loomis, the "Loomis
Entities"), a Massachusetts corporation.
(b) One Financial Center
Boston, Massachusetts 02111
(c) Loomis is an investment adviser.
LS Inc. is a Massachusetts corporation.
(d) None.
(e) None.
(f) Not Applicable.
Item 3. Source and Amount of Funds or Other Consideration
Loomis is an investment adviser registered under the Investment Advisers Act of
1940, as amended, and, as such, acts as investment adviser to certain managed
accounts (the "Specified Accounts"), which hold shares of Common Stock of the
Issuer ("the Account Shares"). The Specified Accounts received the Account
Shares in a merger share exchange. Loomis had previously invested client funds
of the Separate Accounts in securities of the predecessor
<PAGE>
corporation.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the issuer.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
(a) The Account Shares were acquired in the ordinary course of
the investment program of the Specified Accounts. The
Account Shares were acquired for investment and not with the
purpose of changing or influencing control of the Issuer,
and Loomis disclaims any present intent to change or
influence control of the management of the Issuer.
The Loomis Entities have no present plan or proposal to
acquire any additional shares of Common Stock, on behalf of
the Specified Accounts or otherwise. However, the Loomis
Entities may in the future, in the ordinary course of
business, purchase or acquire additional shares of the
Common Stock (or warrants or other securities exercisable to
convertible into Common Stock), or sell, transfer or
otherwise dispose of any of current Common Stock held in the
Specified Accounts or any shares of the Common Stock (or
warrants or other securities exercisable or convertible into
Common Stock) subsequently acquired by the Loomis Entities,
on behalf of the Specified Accounts or otherwise.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
(i) Not Applicable.
<PAGE>
(j) Not Applicable.
Item 5. Interest in Securities of the Issuer
(a) 8,678,527 shares Advantica Restaurant Group, Inc. common
stock, par value $.01 per share
21.68%
(b) Sole Voting Power: 7,603,588
Shared Voting Power: 764,762
Sole Dispositive Power: 8,678,527
Shared Dispositive Power: NONE
(c) Loomis, Sayles & Co., L.P., 6/29/99, securities distributed
to clients, 492,596 shares
Loomis, Sayles & Co., L.P., 11/16/99, 11,000 shares,
$1.8125, OTC
Loomis, Sayles & Co., L.P., 11/17/99, 19,500 shares,
$1.84375, OTC
Loomis, Sayles & Co., L.P., 11/18/99, 5,000 shares,
$1.84375, OTC
Loomis, Sayles & Co., L.P., 11/19/99, 10,000 shares, $1.75,
OTC
Loomis, Sayles & Co., L.P., 11/22/99, 10,000 shares,
$1.7031, OTC
Loomis, Sayles & Co., L.P., 11/29/99, 5,000 shares, $1.625,
OTC
Loomis, Sayles & Co., L.P., 11/30/99, 15,000 shares, $1.666,
OTC
Loomis, Sayles & Co., L.P., 12/1/99, 5,000 shares, $1.75,
OTC
Loomis, Sayles & Co., L.P., 12/7/99, 10,000 shares, $1.6875,
OTC
(d) Each of the Specified Accounts has the sole right to receive
and to direct the receipt of dividends in respect of, and to
receive proceeds from the sale of, the shares owned by such
Specified Accounts. Loomis does not hold Common Stock for
the benefit of any one Specified Account in any amount which
is equal to or greater than 5% of the total number of shares
of the Common Stock outstanding based upon the most recent
annual report filed as of September 30, 1999.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Loomis manages the Managed Accounts under contracts that provide the client with
the right to terminate its investment advisory relationship with Loomis upon
written notice. The right to terminate may take effect immediately or upon
receipt of the notice or at a future date as specified in the notice to Loomis,
depending upon the terms of the particular advisory agreement. The owner of a
Managed Account has the right to receive all dividends, profits, distributions
and economic benefits in respect of the Common Stock which will be held in such
Managed Accounts.
As described in Loomis' previous Schedule 13D filing made to report the
acquisition of beneficial ownership of the Account Shares, pursuant to a
Registration Rights Agreement (the "Registration Rights Agreement"), to be dated
as of the Effective Date, between the Issuer and Loomis, the Issuer will agree
to file and cause to become effective a shelf registration statement covering
resales by Loomis from time to time, and to cause such shelf registration
statement to remain effective until the third anniversary of the Effective Date
(or the fifth anniversary of the Effective Date if the Issuer becomes entitled
to use to registration statement on Form S-3 under the Securities Act of 1933,
as amended, and the rules and regulations of the Securities and Exchange
Commission thereunder (the "Securities Act")). In addition, Loomis will have the
right to make three written request to the Issuers for registration under the
Securities Act of all or a part of the Account Shares, and will have the right
to make unlimited requests for registrations so long as such registrations may
be effected on Form S-3 registration statements. In addition, Loomis will have
customary "piggyback" registration rights to include the Account Shares, subject
to certain limitations, in any other registration statement filed by the Issuer
under the Securities Act. The Issuer will agree to pay all expenses in
connection with the performance of the obligations to effect the shelf, demand
and piggyback registration under the Securities Act of the Account Shares, other
than:
(i) underwriting fees, discounts, commissions or other similar selling
expenses attributable to the sale of the Account Shares; and
(ii) any expenses (other than internal expenses of its own officers and
employees) in connection with any additional requested registration
on Form S-3 after the three permitted requested registrations.
The Issuer will agree to indemnify and hold harmless, to the fullest extent
permitted by law, Loomis and certain of its affiliates against certain
securities law liabilities (including, under certain circumstances, liabilities
unrelated to its participation in any registered offering or sale of the Account
Shares) and, in lieu thereof, to contribute to payments required to be made by
Loomis or any such affiliate. The Issuer's obligations to effect and maintain
the effectiveness of any registration required by the Registration Rights
Agreement will terminate upon the earliest of:
(a) the sale of all Account Shares;
(b) notice from Loomis that it no longer needs the benefits of the
Registration Rights
<PAGE>
Agreement; and
(c) when Loomis no longer holds for the benefit of the Specified Accounts,
10% or more of the Commons Stock and the Issuer and Loomis have
received an opinion of recognized securities counsel to the effect that
the Account Shares may be freely resold by Loomis without resort to the
provisions of Rule 144 under the Securities Act.
The information herein regarding the provisions of the agreement pursuant to
which Loomis provides investment advisory services to its clients, and the
Registration Rights Agreements is a summary only, and does not purport to be
complete. The Registration Rights Agreement should be reviewed for a complete
recitation of its terms and provisions.
Item 7. Material to Be Filed as Exhibits
Not Applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 15, 1999
_______________________________________________
Date
/s/ Jeffrey L. Meade
_______________________________________________
Signature
Jeffrey L. Meade
Executive Vice President and Chief Operating Officer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized
<PAGE>
representative (other than an executive officer or general partner of the filing
person), evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement: provided, however, that a power of
attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
