FLAGSTAR CORP
10-Q, 1995-08-25
EATING PLACES
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<PAGE>

                   This is an electronic confirming copy.

                                               Sequential Page 1 of  16



                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                               FORM 10-Q


(Mark One)*
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the quarterly period ended June 30, 1995, or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the transition period from ____________ to
    _____________

Commission file number      1-9364



                          FLAGSTAR CORPORATION
         (Exact name of registrant as specified in its charter)


                     Delaware                             13-3487402
    (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                  Identification No.)

                          203 East Main Street
                       Spartanburg, South Carolina 29319-9966
                (Address of principal executive offices)
                               (Zip Code)

                                  (803) 597-8000
          (Registrant's telephone number, including area code)


    (Former name, former address and former fiscal year, if changed
                           since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes [X]    No [ ]

As of August 10, 1995, 440 shares of the registrant's Common Stock, par
value $0.01 per share, were outstanding, all of which are owned by the
registrant's parent, Flagstar Companies, Inc.

<PAGE>


                                                    FORM 10-Q



                     PART I  - FINANCIAL INFORMATION


Item 1.  Financial Statements

Flagstar Corporation
Statements of Consolidated Operations
For the Three Months and Six Months Ended June 30, 1995 and 1994
(Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months Ended         Six Months Ended
                                                       June 30,                 June 30,
                                                   1995       1994           1995        1994
                                                                 (In thousands)
<S>                                             <C>        <C>          <C>          <C>
Operating Revenues.....................           $681,464    $679,563    $1,317,927   $1,305,836
Operating Expenses:
  Product costs........................            238,514     234,770       456,760      452,377
  Payroll & benefits...................            238,889     241,419       467,698      468,737
  Depreciation & amortization expense..             33,748      31,767        66,998       63,480
  Utilities expense....................             23,708      24,003        46,969       48,441
  Other................................             96,471     102,168       192,029      188,612
                                                   631,330     634,127     1,230,454    1,221,647
Operating Income.......................             50,134      45,436        87,473       84,189
 Other Charges:
  Interest and debt expense - net......             60,030      58,563       122,502      115,678
  Other non-operating expenses - net...                 61         442           406          697
                                                    60,091      59,005       122,908      116,375

Loss From Continuing Operations
  Before Income Taxes..................             (9,957)    (13,569)      (35,435)     (32,186)
Provision For(Benefit From) Income
  Taxes................................                (76)      2,857           396          446
Loss From Continuing Operations........             (9,881)    (16,426)      (35,831)     (32,632)
Gain on Sale of Discontinued Operation,
  Net of Income Taxes of $7,056........                ---     383,944           ---      383,944
Loss From Discontinued
  Operations, Net of Income Tax
  Provision (Benefit) of $(6);
  $3,302; $354; and $771...............             (7,220)     (9,439)      (15,877)     (19,858)

Income(Loss) From Discontinued
  Operations, Net......................             (7,220)    374,505       (15,877)     364,086
Extraordinary Item, Net of Income Tax
  Benefit of $1,111....................                ---     (10,822)          ---      (10,822)
Net Income (Loss)......................            (17,101)    347,257       (51,708)     320,632




</TABLE>






<PAGE>

                                                                     FORM 10-Q

Flagstar Corporation
Consolidated Balance Sheets
June 30, 1995 and December 31, 1994
(Unaudited)

<TABLE>
<CAPTION>


                                                          June 30,       December 31,
                                                            1995             1994
                                                                (In thousands)
<S>                                                 <C>              <C>
Assets
Current Assets:
   Cash and cash equivalents..............             $   23,193        $   66,720
   Receivables, less allowance for doubtful
     accounts of:
      1995 - $4,081; 1994 - $4,561.........                28,078            37,392

   Merchandise and supply inventories.......               71,389            62,293
   Net assets held for sale.................               73,651            77,320
   Other....................................               15,787            14,344
                                                          212,098           258,069


Property:
   Property owned (at cost):
      Land...................................             273,492           273,085
      Buildings and improvements.............             847,617           813,305
      Other property and equipment...........             479,548           462,421
   Total property owned.....................            1,600,657         1,548,811
   Less accumulated depreciation.............             534,627           477,176
   Property owned - net......................           1,066,030         1,071,635
   Buildings and improvements, vehicles, and
     other equipment held under capital
     leases..................................             194,927           194,348
   Less accumulated amortization.............              78,049            69,958
   Property held under capital leases - net..             116,878           124,390
                                                        1,182,908         1,196,025

Other Assets:
   Intangible assets - net...................              23,281            25,009
   Deferred financing costs - net............              68,697            71,955
   Other.....................................              37,740            37,574
                                                          129,718           134,538

                                Total Assets           $1,524,724        $1,588,632

</TABLE>


<PAGE>
                                                                  FORM 10-Q
Flagstar Corporation
Consolidated Balance Sheets
June 30, 1995 and December 31, 1994
(Unaudited)

<TABLE>
<CAPTION>


                                                          June 30,     December 31,
                                                            1995            1994
                                                               (In thousands)
<C>                                                   <C>           <C>
Liabilities
Current Liabilities:
   Short-term borrowings............................... $   33,000   $       ---
   Current maturities of long-term debt................     31,868        31,408
   Accounts payable....................................     85,366       102,464
   Accrued salaries and vacations......................     59,359        56,159
   Accrued insurance...................................     46,615        45,165
   Accrued taxes.......................................     21,199        21,795
   Accrued interest ...................................     44,362        47,568
   Other...............................................     66,044        81,757
                                                           387,813       386,316
Long-Term Liabilities:
   Debt, less current maturities.......................  2,053,579     2,067,648
   Deferred income taxes...............................     20,992        21,679
   Liability for self-insured claims...................     57,869        58,128
   Other non-current liabilities and deferred credits..    112,183       110,864
                                                         2,244,623     2,258,319

   Note Payable to FCI                                     150,000       150,000

                           Total Liabilities             2,782,436     2,794,635

Stockholder's Deficit                                   (1,257,712)   (1,206,003)

       Total Liabilities & Stockholder's Deficit        $1,524,724    $1,588,632

</TABLE>

<PAGE>
                                                          FORM 10-Q



Flagstar Corporation
Statements of Consolidated Cash Flows
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)

<TABLE>
<CAPTION>

                                                     Six Months Ended
                                                          June 30,
                                                     1995        1994
                                                      (In thousands)
<S>                                           <C>          <C>
Cash Flows From Operating Activities:
Net income(loss)                                $ (51,708)    $ 320,632
Adjustments to reconcile net income(loss)
  to cash flows from operating
  activities:
  Depreciation and amortization
    of property                                    63,747        60,114
  Amortization of
    intangible assets                               3,251         3,364
  Amortization of deferred
    financing costs                                 3,258         3,448
  Deferred income tax benefit                        (687)         (228)
  Extraordinary items, net                            ---        10,822
  Gain on sale of discontinued operation, net         ---      (383,944)
  Loss from discontinued operations, net           15,877        19,858
  Other                                            (8,548)        3,949
 Decrease (increase) in assets:
    Receivables                                    11,461        (6,915)
    Inventories                                    (9,096)       (2,401)
    Other current assets                           (1,442)         (505)
    Other assets                                     (926)       (8,255)
Increase (decrease) in
    liabilities:
    Accounts payable                              (16,847)         (215)
    Accrued salary and vacations                    3,199         5,665
    Accrued taxes                                   3,034         4,430
    Other accrued liabilities                     (16,856)      (35,642)
    Other non-current liabilities
      and deferred credits                         (1,912)       (6,577)
Total adjustments                                  47,513      (333,032)
Net cash flows used in operating
 activities                                        (4,195)      (12,400)

Cash Flows From (Used In) Investing Activities:
  Purchases of property                           (52,382)      (45,024)
  Proceeds from disposition of
    property                                       10,854         8,956
  Proceeds from sale of discontinued operation        ---       450,000
  Receipts from (advances to)discontinued
    operations                                    (12,826)        1,904
  Other long-term assets, net                      (1,207)          818
Net cash flows from (used in)
  investing activities                            (55,561)      416,654

</TABLE>

<PAGE>
                                                                  FORM 10-Q



Flagstar Corporation
Statements of Consolidated Cash Flows
For the Six Months Ended June 30, 1995 and 1994
(Unaudited)

<TABLE>
<CAPTION>

                                                    Six Months Ended
                                                        June 30,
                                                    1995        1994
                                                     (In thousands)
<S>                                            <C>        <C>
Cash Flows From (Used in) Financing Activities:
  Net short-term borrowings(repayments)
   under credit agreement                        $  33,000   $ (93,000)
  Deferred financing costs                             ---          (8)
  Long-term debt payments                          (16,768)   (186,845)
  Other                                                 (3)         (2)
Net cash flows from (used in)
  financing activities                              16,229    (279,855)

Increase(Decrease) in cash and
  cash equivalents                                 (43,527)    124,399
Cash and Cash Equivalents at:
  Beginning of period                               66,720      24,174
  End of period                                  $  23,193   $ 148,573
Supplemental Cash Flow Information:
  Income taxes paid                              $     664   $   2,307
  Interest paid                                  $ 134,730   $ 133,413
  Non-cash financing activities:
    Capital lease obligations                    $   3,545   $  10,194

</TABLE>

<PAGE>

                                              FORM 10-Q
 FLAGSTAR CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 1995
 (Unaudited)


 Note 1.  Introduction.

         Flagstar Corporation ("Flagstar" or the "Company") is a
 wholly-owned subsidiary of Flagstar Companies, Inc. ("FCI").  Flagstar,
 through its wholly-owned subsidiaries, Denny's Holdings, Inc. and
 Spartan Holdings, Inc.  (and their respective subsidiaries) operates
 four restaurant chains.

 Note 2.  Interim Period Presentation.

         The Statements of Consolidated Operations of Flagstar and its
 subsidiaries for the three months and six months ended June 30, 1995
 and 1994,  respectively, include all adjustments management believes
 are necessary for  a fair presentation of the results of operations for
 such interim periods.  All such adjustments are of a normal and
 recurring nature.

 Note 3.  Divestiture of Canteen Holdings, Inc.

         During the second quarter of 1994, the Company sold its food and
 vending subsidiary for approximately $450.0 million and adopted a plan to
 dispose of the remaining concession and recreation services businesses of
 its subsidiary, Canteen Holdings, Inc.  The accompanying Consolidated
 Balance Sheets and Statements of Consolidated Operations and Cash Flows
 reflect such businesses as discontinued operations.  On July 17, 1995, the
 Company announced that it had entered into an agreement to sell TW
 Recreational Services, Inc. ("TWRS"), which operates its recreation
 services business, for $110.0 million, subject to certain adjustments.
 Such transaction is subject to National Park Service approval and is
 expected to be completed during the fourth quarter of 1995.  The Company is
 also continuing in its efforts to sell Volume Services, Inc. ("Volume"),
 which operates its concession services business.  Although the major league
 baseball strike ended during April 1995, continuing uncertainty regarding
 labor issues in baseball has delayed the sale of Volume beyond the time
 originally anticipated.

         The Company has allocated to the discontinued segment a pro-rata
 portion of its interest and debt expense related to its acquisition debt
 based on the ratio of net assets of its discontinued operations to its
 total consolidated net assets as of the 1989 acquisition date.  Interest
 and debt expense included in discontinued operations was $4.9 million and
 $14.7 million for the three months ended June 30, 1995 and 1994,
 respectively, and $9.5 million and $29.1 million for the six months ended
 June 30, 1995 and 1994, respectively.

 Note 4.  Divestiture of Proficient Food Company

         On July 10, 1995, the Company announced that it had entered into an
 agreement to sell Proficient Food Company ("PFC"), a food products and
 supplies distribution subsidiary, for approximately $130.0 million, subject
 to certain adjustments.  Upon closing,  which is expected to occur at the
 end of the third quarter of 1995, the restaurant subsidiaries of the
 Company will enter into separate, long-term distribution agreements with
 PFC.

<PAGE>
                                                 FORM 10-Q


 Note 5.  Per Share Data

         As described in Note 1, Flagstar is a wholly-owned subsidiary
of FCI.  Accordingly, per share data is not meaningful and has been
omitted for all periods.








<PAGE>

                                                    FORM 10-Q



 Item 2. Management's Discussion And Analysis Of Financial Condition And
          Results of Operations


         The following discussion is intended to highlight significant changes
 in financial position as of June 30, 1995 and the results of operations for
 the three months and six months ended June 30, 1995 as compared to the
 corresponding 1994 periods.

         The interim Consolidated Financial Statements and this Management's
 Discussion and Analysis of Financial Condition and Results of Operations
 should be read in conjunction with the Consolidated Financial Statements
 and Notes thereto for the year ended December 31, 1994 and the related
 Management's Discussion and Analysis of Financial Condition and Results of
 Operations, both of which are contained in the Flagstar Corporation
 1994 Annual Report on Form 10-K.


 Results of Operations

 Three Months Ended June 30, 1995 Compared to Three Months Ended June 30,
 1994

         Operating revenues from continuing operations for the second quarter
 of 1995 increased by approximately $1.9 million (0.3%) as compared with the
 same period in 1994.  Denny's revenues increased by $6.7 million (1.7%)
 despite a 29-unit net decrease in the number of Company-operated
 restaurants.  Such decrease is largely due to the sale of restaurants to
 franchisees.  Comparable store sales at Denny's increased by 2.5% during
 the 1995 quarter over the corresponding 1994 period and reflect an increase
 in average check of 5.3% which was partially offset by a decrease in
 traffic of 2.7%.  During the 1995 quarter, Denny's completed remodels on 44
 Company-owned restaurants.  Hardee's revenues decreased 3.5% to $175.1
 million during the 1995 quarter from $181.5 million in the corresponding
 quarter of 1994 despite a 16-unit net increase in the number of restaurants
 operated at June 30, 1995 as compared to June 30, 1994.  Hardee's
 comparable store sales decreased by 7.0% during the 1995 quarter as
 compared with the 1994 quarter reflecting an 8.9% decrease in traffic
 offset, in part, by a 2.1% increase in average check.  Aggressive
 discounting and promotions by competitors continued within the quick-service
 segment and more than offset the net increase in the number of
 Hardee's restaurants operated by the Company.  During the 1995 quarter, the
 Company completed remodels on 17 of its Hardee's units.  Quincy's revenues
 increased 5.2% to $76.1 million during the second quarter of 1995 from
 $72.4 million during the comparable quarter of 1994 principally as a result
 of a 6.2% increase in comparable store sales.  Such increase included
 increases in traffic of 5.6% and in average check of 0.5%.  Quincy's
 revenue gains reflect the favorable impact of remodeled restaurants which
 was offset, in part, by a 7-unit net decrease in the number of restaurants
 operated at June 30, 1995 in comparison to June 30, 1994.  During the 1995
 quarter, the Company completed remodels on 19 of its Quincy's restaurants.
 El Pollo Loco revenues decreased by $2.2 million (6.4%) to $32.6 million
 during the second quarter of 1995 from $34.9 million during the
 corresponding quarter of 1994 primarily due to a 22-unit decline in the
 number of Company-owned restaurants at June 30, 1995 as compared to June
 30, 1994.  Such decline in the number of Company-operated restaurants is

<PAGE>
                                                 FORM 10-Q


 due to the sale of restaurants to franchisees during 1994 and 1995.
 Comparable store sales for El Pollo Loco increased by 0.2% during the
 second quarter of 1995 over the corresponding 1994 quarter and reflect an
 increase in average check of 5.2% which was offset, in part, by a decrease
 in traffic of 4.7%.  During the 1995 quarter, the Company completed
 remodels on 23 of its El Pollo Loco restaurants.

         The Company's operating expenses from continuing operations decreased
 by $2.8 million (0.4%) in the second quarter of 1995 as compared with the
 same period of 1994.  Such decrease reflects a $6.1 million decrease in
 operating expenses attributable to Denny's.  Denny's operating expenses
 were reduced by gains on the sale of restaurants to franchisees of $6.0
 million during the second quarter of 1995 as compared with $0.5 million
 during the comparable 1994 quarter.  Additional decreases in operating
 expenses at Denny's are comprised primarily of decreases of $4.2 million in
 payroll and benefits expense, $2.9 million in product cost at the
 restaurant operating subsidiary, $1.3 million in repairs and maintenance
 expense,  and $1.6 million in occupancy expenses.  These decreases resulted
 principally from the decrease in the number of Company-operated
 restaurants.  Such decreases were offset, in part, by an increase in
 product costs of $9.7 million at Denny's processing and distribution
 subsidiaries which resulted from increased revenues.  At Hardee's,
 operating expenses increased by $0.3 million during the second quarter of
 1995 over the corresponding 1994 period reflecting a decrease in product
 costs of $3.3 million due to decreased sales during the 1995 quarter which
 was more than offset by increases of $1.2 million in payroll and benefits
 expense, $1.1 million in overhead, $0.4 million in worker's compensation,
 and $0.5 million in promotions expenses.  Quincy's operating expenses
 increased by $4.0 million during the 1995 quarter over the corresponding
 period of 1994 primarily due to increases of $1.6 million in payroll and
 benefits expense, $0.9 million in product costs, $0.4 million in
 advertising expense, and $0.3 million in depreciation and amortization.
 Operating expenses at El Pollo Loco decreased by $3.4 million due primarily
 to the 22-unit decrease in the number of Company-operated restaurants at
 June 30, 1995 as compared with June 30, 1994 as a result of the sale of
 restaurants to franchisees.  El Pollo Loco's operating expenses included
 gains on the sale of restaurants to franchisees of $0.8 million and $0.1
 million during the second quarters of 1995 and 1994, respectively.
 Corporate and other expenses increased by $2.5 million due primarily to
 increased expenses of $1.4 million recorded at the corporate level related
 to the Denny's consent decree with the U. S. Department of Justice and
 non-recurring charges of $1.1 million related to various management
 recruiting, training, and information services initiatives.

         Total interest and debt expense from continuing and discontinued
 operations decreased by $8.4 million in the second quarter of 1995 as
 compared with the corresponding quarter of 1994 principally as a result of
 a reduction in interest expense following the payment during June 1994 of
 the principal amount ($170.2 million) outstanding under the term facility
 of the Company's Restated Credit Agreement and certain other indebtedness
 following the sale of the Company's food and vending subsidiary, and an
 increase in interest income.


<PAGE>

                                                 FORM 10-Q




 Six Months Ended June 30, 1995 Compared to Six Months Ended June 30, 1994

         Operating revenues from continuing operations for the first six
months  of 1995 increased by approximately $12.1 million (0.9%) as compared
with  the same period in 1994.  Denny's revenue increased by $14.7 million
(1.9%)  during the first six months of 1995 as compared with the same 1994
period.  Comparable store sales at Denny's increased by 3.1% during the first
six  month period of 1995 as compared with the first six months of 1994,
reflecting increases in traffic of 2.7% and average check of 0.5%, while  the
number of Company-owned units declined.  During the first six months of  1995,
the Company completed remodels on 86 Company-owned Denny's  restaurants.
Hardee's revenues decreased by 2.8% to $333.2 million from  $342.6 million
from the corresponding period of 1994 despite a 16-unit net  increase in the
number of restaurants operated at June 30, 1995 as compared  to June 30, 1994.
 Hardee's comparable store sales decreased by 6.8% during  the first six
months of 1995 as compared with the 1994 period reflecting an  1.0% increase
in average check which was more than offset by a 7.7%  decrease in traffic.
Hardee's traffic has been significantly affected by  aggressive discounting by
its quick-service segment competitors. During the  first six months of 1995,
the  Company has remodeled 57 of its Hardee's units.  Quincy's revenues
increased by $8.7 million (6.2%) during the first six months of 1995 as
compared with the first six months of 1994, primarily due to a 7.2%  increase
in comparable store sales and despite a 7-unit decrease in the  number of
units.  The increase in comparable store sales resulted from a  7.8% increase
in traffic which was offset, in part, by a 0.5% decrease in  average check.
During the first six months of 1995, the Company completed  remodels on 35 of
its Quincy's units.  Revenues at El Pollo Loco decreased  by $1.9 million
(2.8%) to $64.2 million during the first six months of 1995  from $66.0
million during the corresponding period of 1994. Such decrease  is
attributable to a 22-unit net decrease in the number of Company-operated
restaurants following the sale of units to franchisees.  Comparable store
sales at Company-operated El Pollo Loco units increased by 3.0% reflecting  an
increase in average check of 3.2% which was partially offset by a 0.2%
decrease in traffic.  During the first six months of 1995, the Company
completed remodels on 39 of its El Pollo Loco units.

         Operating expenses from continuing operations increased by $8.8
 million (0.7%) in the first six months of 1995 as compared with the same
 period of 1994.  Operating expenses at Denny's decreased by $5.6 million
 principally due to decreases in payroll and benefits expense of $8.6
 million, product costs at the restaurant operating subsidiary of $8.1
 million, repairs and maintenance of $1.8 million, and occupancy of $1.5
 million.  Denny's operating expenses were also reduced by gains on the sale
 of restaurants to franchisees of $8.5 million during the first six months
 of 1995 as compared with $3.9 million during the 1994 period.  Such
 decreases were offset, in part, by increases in product cost of $14.1
 million at Denny's processing and distribution subsidiaries which resulted

<PAGE>

                                                 FORM 10-Q


 from increased revenues.  At Hardee's, an increase in operating expenses of
 $5.9 million is mainly attributable to increased expenses for payroll and
 benefits of $3.7 million, other expense of $2.7 million, overhead expense
 of $2.3 million, and occupancy expense of $1.5 million.  Such increases
 were offset, in part, by a $4.5 million decrease in product costs
 associated with decreased revenues in the 1995 period.  An increase in
 operating expenses of $9.8 million at Quincy's is principally attributable
 to increases in payroll and benefits expense of $3.5 million, product costs
 of $2.6 million associated with an increase in revenues during the first
 six months of 1994, advertising expense of $1.8 million, and occupancy
 expense of $1.4 million.  Operating expenses at El Pollo Loco decreased by
 $4.1 million during the first six months of 1995 as compared with the same
 period of 1994 due primarily to a 22-unit decrease in the number of
 Company-operated restaurants at June 30, 1995 as compared with June 30,
 1994 following the sale of restaurants to franchisees.  El Pollo Loco's
 operating expenses during the first six months of 1995 included gains on
 the sale of restaurants of $1.7 million as compared with $0.1 million
 during the corresponding period of 1994.  Corporate and other expenses
 increased by $3.0 million during the first six months of 1995 as compared
 with 1994 due primarily to increased expenses of $2.8 million recorded at
 corporate level related to the Denny's consent decree with the U. S.
 Department of Justice and non-recurring charges of $0.8 million related to
 various management recruiting, training, and information services initiatives.

         Total interest and debt expense from continuing and discontinued
 operations decreased by $12.7 million during the first six months of 1995
 as compared with the first six months of 1994 principally as a result of a
 reduction in interest expense following the payment during June 1994 of the
 principal amount ($170.2 million) outstanding under the term facility of
 the Company's Restated Credit Agreement and certain other indebtedness
 following the sale of the Company's food and vending subsidiary, and an
 increase in interest income, offset by an increase in expense related to
 interest rate exchange agreements.

<PAGE>
                                                     FORM 10-Q


 Liquidity And Capital Resources

         At June 30, 1995 and December 31, 1994, the company had working
 capital deficits of $175.7 million and $128.3 million, respectively.  The
 increase in the deficit between December 31, 1994 and June 30, 1995 is
 attributable primarily to a reduction in cash and cash equivalents which
 has been used to finance the Company's restaurant remodeling programs.  The
 Company is able to operate with a substantial working capital deficiency
 because (i) restaurant operations and most other food service operations
 are conducted primarily on a cash (and cash equivalent) basis with a low
 level of accounts receivable, (ii) rapid turnover allows a limited
 investment in inventories and (iii) accounts payable for food, beverages
 and supplies usually become due after the receipt of cash from the related
 sales.

         The Company is currently evaluating its options regarding the
 potential use of $130.0 million in gross proceeds from the pending sale of
 its food distribution subsidiary, Proficient Food Company, and $110.0
 million in gross proceeds from the pending sale of its recreation services
 subsidiary, TW Recreational Services, Inc.  Such options include the
 repayment of short-term borrowings or long-term debt and financing the
 Company's restaurant remodeling and capital expenditure programs.


<PAGE>


                                                      FORM 10-Q



                  PART II - OTHER INFORMATION


 Item 1.      Legal Proceedings.

         Not applicable.

  Item 2.          Changes in Securities.

         Not applicable.

 Item 3.      Defaults upon Senior Securities.

         Not applicable.

 Item 4.      Submission of Matters to a Vote of Security Holders.
          As of May 2, 1995, Flagstar, by action of FCI as its
          sole shareholder, reelected its Board of Directors as
          previously reported to the Commission


<PAGE>

                                                 FORM 10-Q


 Item 5.      Other Information.

              Not applicable.

 Item 6.      Exhibits and Reports on Form 8-K.

         a.   Exhibit 27, Financial Data Schedule, is filed as
              an exhibit to this report.


         b.   The registrant filed no reports on Form 8-K during the quarter
               for which this report is filed.

<PAGE>

                                                     FORM 10-Q





                           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 thereunto duly authorized.


                                            FLAGSTAR CORPORATION


 Date:   August 14, 1995          By:        /s/ Rhonda J. Parish

                                   Rhonda J. Parish
                                   Senior Vice President and
                                   General Counsel


 Date:   August 14, 1995          By:        /s/ C. Robert  Campbell
                                   C. Robert Campbell
                                   Executive Vice President and
                                   Chief Financial Officer



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>             5
<MULTIPLIER>          1,000
       
<CAPTION>
                                               FORM 10-Q


                                                      Exhibit 27

                    FLAGSTAR CORPORATION
                    FINANCIAL DATA SCHEDULE

            (In Thousands Except Per Share Amounts)



 This schedule contains summary financial information extracted from the financial statements of
 Flagstar Corporation as contained in its Form 10-Q for the quarterly period ended June 30,
 1995 and is qualified in its entirety by reference to such financial statements.

<S>                                            <C>                 <C>

<PERIOD-TYPE>                                      6-MOS            3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1995      DEC-31-1995
<PERIOD-END>                                       JUN-30-1995      JUN-30-1995

<CASH>                                                  23,193               0
<RECEIVABLES>                                           32,159               0
<ALLOWANCES>                                            (4,081)              0
<INVENTORY>                                             71,389               0
<CURRENT-ASSETS>                                       212,098               0
<PP&E>                                               1,795,584               0
<DEPRECIATION>                                        (612,676)              0
<TOTAL-ASSETS>                                       1,524,724               0
<CURRENT-LIABILITIES>                                  387,813               0
<BONDS>                                              2,203,579               0
                                        0               0
                                                  0               0
<COMMON>                                                     0               0
<OTHER-SE>                                          (1,257,712)              0
<TOTAL-LIABILITY-AND-EQUITY>                         1,524,724               0
<SALES>                                              1,317,927         681,464
<TOTAL-REVENUES>                                     1,317,927         681,464
<CGS>                                                1,230,454         631,330
<TOTAL-COSTS>                                        1,230,454         631,330
<OTHER-EXPENSES>                                           406              61
<LOSS-PROVISION>                                             0               0
<INTEREST-EXPENSE>                                     122,502          60,030
<INCOME-PRETAX>                                        (35,435)         (9,957)
<INCOME-TAX>                                               396             (76)
<INCOME-CONTINUING>                                          0               0
<DISCONTINUED>                                               0               0
<EXTRAORDINARY>                                              0               0
<CHANGES>                                                    0               0
<NET-INCOME>                                           (51,708)        (17,101)
<EPS-PRIMARY>                                                0               0
<EPS-DILUTED>                                                0               0


        

</TABLE>


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