UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
FLAGSTAR COMPANIES INC.
--------------------------------------
(Name of Issuer)
COMMON STOCK $.10 PAR VALUE
-----------------------------------------------------------
(Title of Class of Securities)
338471-10-5
--------------------------------------
(CUSIP Number)
THOMAS E. SIEGLER, SECRETARY AND TREASURER
DLJ CAPITAL CORPORATION
140 BROADWAY
NEW YORK, NY 10005
(212) 504-3000
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1996
-----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /
Check the following box if a fee is being paid with statement / /. A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No.__338471 10 5_____ | | Page 2 of Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Life Assurance Society of the United States |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) | | |
| | _ |
| | (b) |x| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 22,355 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 22,355 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 22,355 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC,CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No.__338471 10 5_____ | | Page 3 of __ __ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Donaldson, Lufkin & Jenrette, Inc. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |x| |
| | _ |
| | (b) | | |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 8,992 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 8,992 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,992 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No.__338471 10 5_____ | | Page 4 of __ __ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Capital Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |x| |
| | _ |
| | (b) | | |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), DLJ Capital
Corporation ("DLJCC") and The Equitable Life Assurance Society of the United
States ("Equitable Life") hereby amend and supplement the report on Schedule
13D filed on December 6, 1989 (as amended by Amendment Nos. 1, 2, 3, 4 and 5
thereto filed on July 1, 1992, July 22, 1992, February 11, 1993, July 19, 1993
and November 10, 1993, respectively, the "Schedule 13D") with respect to the
beneficial ownership of shares of Common Stock, $.10 par value (the "Shares"),
of Flagstar Companies Inc. (formerly TW Holdings, Inc.) (the "Company").
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented to include
the following information:
Pursuant to a Stock Purchase Agreement dated as of December 31,
1996 between DLJCC and CD Associates, L.P., DLJCC has agreed to sell an
aggregate of 3,035,840 Shares for $.05 per share for a total purchase price of
$151,792.
Except as described above, no transactions in the Shares have
been effected during the past 60 days by the Reporting Persons or (to the best
knowledge of the Reporting Persons) any of their executive officers or
directors within the past 60 days.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby supplemented as follows:
Exhibit 10. Stock Purchase Agreement dated as of December
31, 1996
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: January 8, 1997
The Equitable Life Assurance
Society of the United States
By: /s/ Richard V. Silver
----------------------------
Name: Richard V. Silver
Title: Senior Vice
President and Deputy
General Counsel
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: January 8, 1997
Donaldson, Lufkin & Jenrette
Inc.
By: /s/ Thomas E. Siegler
----------------------------
Name: Thomas E. Siegler
Title: Senior Vice
President
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: January 8, 1997
DLJ Capital Corporation
By: /s/ Thomas E. Siegler
----------------------------
Name: Thomas E. Siegler
Title: Secretary and
Treasurer
Exhibit Index
Exhibit Description Page Number
- --------------- ------------------------------- -------------
10 Stock Purchase Agreement
dated as of December 31, 1996
Exhibit 10
STOCK PURCHASE AGREEMENT
AGREEMENT dated as of December 31, 1996 by and between DLJ
Capital Corporation (the "SELLER") and C D Associates, L.P. ("PURCHASER").
1. Purchase and Sale. Upon the terms and subject to the
conditions of this Agreement, the SELLER agrees to sell to PURCHASER and
PURCHASER agrees to purchase from the SELLER the number of shares of common
stock of Flagstar Companies, Inc. (the "Company"), par value $.50 per share
(the "Securities") as are set forth on Schedule 1 hereto at the Closing (as
defined below). The purchase price to be paid by PURCHASER for the Securities
(the "Purchase Price") is $.05 per share multiplied by the number of
Securities to be purchased by PURCHASER from the SELLER. The Purchase Price
shall be paid as provided in Section 2 hereof.
2. Closing. The closing (the "Closing") of the purchase and sale
of the Securities hereunder shall take place at the offices of SELLER, at 277
Park Avenue, New York, New York on December 31, 1996 or at such other time or
place as the parties hereto may agree. At the Closing:
(a) PURCHASER shall deliver to the SELLER the Purchase Price by check
or wire transfer.
(b) SELLER shall deliver to PURCHASER certificates for the number of
Securities indicated opposite the SELLER'S name on Schedule 1, accompanied by
duly executed instruments or transfer or assignments in blank with signatures
appropriately guaranteed.
3. Title to and Validity of Securities. SELLER represents and
warrants to PURCHASER that it has full legal and beneficial ownership of the
Securities, free and clear of any Liens (as defined below), other than
limitations under (i) applicable securities laws and (ii) that certain
Stockholders Agreement dated as of August 11, 1992, by and among the Company,
SELLER, TW Holdings, Inc., and the other parties signatories thereto, as
amended (the "Stockholders Agreement"); and when the Shares are delivered to
PURCHASER against payment therefor as contemplated hereby, PURCHASER will
acquire good and valid title to the Shares free and clear of any Lien, other
than limitations under (i) applicable securities laws, and the (ii)
Stockholders Agreement.
4. Non-Contravention. SELLER represents and warrants to PURCHASER
that the execution, delivery and performance of this agreement by SELLER will
not contravene or conflict with or constitute a violation of any provision of
any law, regulation, judgment, injunction, order or decree binding upon or
applicable to SELLER; (ii) will not require any consent, approval or other
action or constitute a default under any agreement or other instrument binding
upon SELLER and (iii) will not result in the creation or imposition of a Lien
on the Securities. For purposes hereof, Lien means any mortgage, lien,
pledge, charge, security interest, right of first offer or refusal, adverse
claim or other encumbrance of any kind in respect of such asset.
5. Purchase for Investment.
PURCHASER acknowledges that the Securities have not been
registered under the Securities Act of 1933, as amended (the "Act") or any
state securities laws and that the purchase and sale of the Securities
contemplated hereby is to be effected pursuant to an exemption from the
registration requirements imposed by such laws. In this regard, PURCHASER is
purchasing the Securities to be purchased by it hereunder for its own account
and not with a view to, or for sale in connection with, any distribution
thereof in violation of the Act. PURCHASER is an "Accredited investor" (as
defined in Regulation D under the Act), has sufficient knowledge and
experience in business matters so as to be capable of evaluating the merits
and risks of its investment in such Securities and is capable of bearing
the economic risks of such investment. PURCHASER has had access to any
information it deems necessary in order to make its decision to purchase
the Securities and has had the opportunity to ask questions and receive
answers concerning the Company. PURCHASER was not formed for the specific
purpose of acquiring the Securities.
6. Certain Understandings.
(a) PURCHASER and SELLER understand and acknowledge that such parties
may be in possession of material non-public information regarding the Company.
(b) PURCHASER acknowledges to SELLER that PURCHASER is an affiliate
of KKR Associates and its affiliates (collectively, "KKR") and the KKR is an
approximately 47% shareholder and an "affiliate" (as such term is defined in
Rule 405 under the Securities Ac of 1933, as amended) of the Company.
7. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without regard
to the conflicts of law rules of such state.
8. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof.
9. Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmissions) and
shall be given:
if to PURCHASER, to: C D Associates, L.P.
9 West 57th St., Suite 4200
New York, NY 10019
Attention: Mr. Paul Raether
Fax: 212-750-0003
if to SELLER, to: DLJ Capital Corporation
277 Park Avenue
New York, NY 10172
Attention: Nicole S. Arnaboldi
Fax: (212) 892-7272
10. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by as of the day and year first above written.
C D ASSOCIATES, L.P.
By: CD GP, LLC
Its General Partner
By: /s/ Paul Raether
------------------------------
Member
DLJ CAPITAL CORPORATION
By: /s/ Thomas E. Siegler
------------------------------
Name: Thomas E. Siegler
Tile: Secretary and Treasurer
Schedule 1
Number of
Name of Seller Certificate No. Securities Purchase Price
- ----------------- ----------------- ------------- ----------------
DLJ Capital FC0240 3,030,668 $151,533.40
Corporation
DLJ Capital FC1923 2,076 $ 103.80
Corporation
DLJ Capital (DTC) 3,096 $ 154.80
Corporation
Total Purchase Price: $151,792
