FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
.............................................................................
FORM 10-K/A
AMENDMENT NO. 1
.............................................................................
Annual Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
FLAGSTAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3027522
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
203 EAST MAIN STREET
SPARTANBURG, SOUTH CAROLINA 29319-9966
(Address of Principal Executive Offices)
(864) 597-8000
(Registrant's telephone number, including area code)
Explanatory Note: This Amendment No. 1 to the Annual Report on Form 10-K of the
above-referenced registrant is being filed pursuant to Rule 15d-21 of the
Commission solely to furnish the financial statements required by Form 11-K with
respect to the Flagstar Thrift Plan and the Denny's, Inc. Profit Sharing
Retirement Plan.
<PAGE>
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report for 1995
on Form 10-K as set forth in the pages attached hereto:
Part II, Item 8. Financial Statements and Supplemental Data.
Part IV, Item 14. Exhibits, Financial Statement Schedules, and
reports on Form 8-K.
Exhibit 23.1. Consent of Deloitte & Touche LLP pursuant to
Note to Required Information of Form 11-K.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
FLAGSTAR CORPORATION
(Registrant)
DATE: June 28, 1996
----------------------------------------------------
BY: /s/ Rhonda J. Parish
Senior Vice President, General Counsel and Secretary
<PAGE>
Part II, Item 8. Financial Statements and Supplemental Data of the
Annual Report for 1995 on Form 10-K is hereby amended to include the following:
FINANCIAL STATEMENTS
OF
FORM 11-K
ANNUAL REPORT
Filed pursuant to Rule 15d-21
promulgated under Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Full title of the plans and the address of the plans, if different from that of
the issuer named below:
1. FLAGSTAR THRIFT PLAN
2. DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
C/O DENNY'S, INC.
203 EAST MAIN STREET
SPARTANBURG, SOUTH CAROLINA 29319-9966
Name of the issuer of the securities held pursuant to the plans and the address
of its principal executive offices:
FLAGSTAR CORPORATION
203 EAST MAIN STREET
SPARTANBURG, SOUTH CAROLINA 29319-9966
Part IV, Item 14 (a) (1) of the Annual Report on Form 10-K for the
period ended December 31, 1995 is amended to insert the following financial
statements required by Form 11-K, copies of which are filed herewith:
1. Flagstar Thrift Plan Financial Statements at December 31,
1995 and 1994 and for Each of the Three Years in the Period
ended December 31, 1995, Supplemental Schedules for the
Year Ended December 31, 1995 and Independent Auditors' Report.
2. Denny's, Inc. Profit Sharing Retirement Plan Financial
Statements at December 31, 1995 and 1994 and for Each of the
Three Years in the Period ended December 31, 1995,
Supplemental Schedules for the Year Ended December 31, 1995
and Independent Auditors' Report.
Part IV, Item 14 (a) (3) and the Exhibit Index of the Annual Report on
Form 10-K for the period ended December 31, 1995 are amended to insert the
following exhibit required by Form 11-K in appropriate numerical order, a
copy of which is filed herewith.
Exhibit No. Description
23.1 Consent of Deloitte & Touche LLP pursuant to Note
to Required Information of Form 11-K.
<PAGE>
FLAGSTAR THRIFT PLAN
Financial Statements at December 31, 1995 and 1994
and for each of the Three Years in the Period Ended
December 31, 1995, Supplemental Schedules for the
Year Ended December 31, 1995, and Independent
Auditors' Report.
<PAGE>
FLAGSTAR THRIFT PLAN
TABLE OF
CONTENTS
<TABLE>
<CAPTION>
Pages
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1995, 1994 and 1993 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULES:
IRS Form 5500, Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1995 10
IRS Form 5500, Item 27d - Schedule of Reportable Transactions (Single and
Aggregate Transactions) for the Year Ended December 31, 1995 11-15
</TABLE>
NOTE: Schedules required under the Employee Retirement Income Security Act of
1974, other than the schedules listed above, are omitted because of the absence
of conditions under which such schedules are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
Flagstar Thrift Plan:
We have audited the accompanying financial statements of net assets available
for benefits of the Flagstar Thrift Plan (the "Plan") as of December 31, 1995
and 1994 and the related statements of changes in net assets available for
benefits for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for each of
the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
As discussed in Note 2 to the financial statements, in 1993 the Plan changed its
method of accounting for benefits payable to participants who have withdrawn
from participation in the Plan.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
foregoing Table of Contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1995 financial statement and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/S/ Deloitte & Touch LLP
June 20, 1996
- 1 -
<PAGE>
FLAGSTAR THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND
1994
1995 1994
----------------------------
ASSETS:
Investments $49,223,805 $63,145,941
----------- ------------
Receivables:
Employer's contribution 185,743 243,482
Participants' contributions 123,404 168,224
Accrued income 71,780 135,539
----------- -----------
Total Receivables 380,927 547,245
----------- -----------
Cash and Cash Equivalents 2,012,904 10,791,531
----------- -----------
TOTAL ASSETS 51,617,636 74,484,717
----------- -----------
LESS - ACCRUED LIABILITIES: 122,611 151,055
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $51,495,025 $74,333,662
=========== ===========
See notes to financial statements.
- 2 -
<PAGE>
FLAGSTAR THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------- -------------
<S> <C> <C> <C>
Increase in net assets:
INVESTMENT INCOME:
Net (depreciation) appreciation
in fair value of investments $(1,291,039) $ (2,630,739) $ (3,067,360)
Interest income 2,758,474 4,087,850 4,251,321
Dividend income 3,305,469 862,145 1,491,440
--------- ------------- ------------
Investment income, net 4,776,787 2,319,256 2,675,401
CONTRIBUTIONS:
Employer 1,292,158 2,048,595 2,364,196
Participants 2,841,109 4,473,768 6,058,275
------------ ------------ -------------
Total contributions 4,133,267 6,522,363 8,422,471
------------ ------------ -------------
TRANSFERS FROM DENNY'S PROFIT SHARING RETIREMENT PLAN -- -- 5,369
------------ ------------ -------------
TOTAL INCREASE IN NET ASSETS 8,910,054 8,841,619 11,103,241
------------ ------------ -------------
Decrease in net assets:
DISTRIBUTIONS TO PARTICIPANTS (31,461,507) (11,983,361) (7,334,238)
ADMINISTRATIVE EXPENSES (287,184) (306,278) (492,784)
------------ ------------ -------------
TOTAL DECREASE IN NET ASSETS (31,748,691) (12,289,639) (7,827,022)
------------ ------------ -------------
NET INCREASE (DECREASE) IN NET ASSETS BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (22,838,637) (3,448,020) 3,276,219
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE -- -- 609,985
------------ ------------ -------------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (22,838,637) (3,448,020) 3,886,204
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 74,333,662 77,781,682 73,895,478
------------ ------------ -------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 51,495,025 $ 74,333,662 $ 77,781,682
============ ============ ============
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
FLAGSTAR THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS,
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
1. DESCRIPTION OF THE PLAN
The following description of the Flagstar Thrift Plan ("Plan") provides
only general information. Participants should refer to the Plan
document for a more complete description of the Plan provisions.
a.General - The Flagstar Thrift Plan (the "Plan"), formerly the Thrift
Plan for Noncontract Employees of TW Services, Inc., is a qualified
deferred compensation plan, subject to the Employee Retirement Income
Security Act of 1974. Participants may contribute 1% to 10% of their
salaries on a weekly basis, with annual limitations of $9,240 in 1995,
$9,240 in 1994, and $8,994 in 1993. Any nonhighly compensated salaried
employee of Flagstar Corporation (Flagstar, the "Company" and the
Plan's Administrator) and Flagstar Systems, Inc. (Spartan) who has
attained age 21 and has completed twelve months of service with the
Company is eligible to participate in the Plan. Prior to May 6, 1994,
any salaried employee of Canteen Corporation and, prior to November 30,
1994, any salaried employee of TW Recreational Services, Inc. (TWRS)
could participate in the Plan in accordance with the same eligibility
requirements. The Flagstar Thrift Plan Committee and the Plan
Administrator control and manage the operation and administration of
the Plan. NationsBank serves as the Trustee of the Plan.
Effective June 17, 1994 (the "Transition Date"), IM Vending Inc.,
Canteen Corporation and the subsidiaries of Canteen Corporation,
(collectively, the "Canteen Group") were sold to an entity outside of
the Flagstar Corporation controlled group. Effective May 6, 1994,
employees classified as Canteen Group employees were no longer eligible
to become participants in the Plan. Effective as of the Transition Date
and thereafter, the Canteen Group is not a Plan Sponsor or
participating employer under the Plan and active employees of the
Canteen Group as of the Transition Date were not permitted to make
pre-tax deferral contributions under the Plan or eligible to receive
employer contributions under the Plan. In accordance with the Plan
provisions, Canteen Group employees were given the right to elect to
receive a lump sum distribution of their entire Pre-Tax Account as of
the Transition Date, receive distribution of the Pre-Tax Account when
he or she separates from service with the Canteen Group, or postpone
distribution of the account if their account balance did not exceed
$3,500 as of the Transition Date. As of December 31, 1995, and 1994,
Canteen Group employee participant account balances included in the net
assets available for benefits of the Plan were approximately $9,260,544
and $17,535,859, respectively.
Effective December 12, 1995 and December 31, 1995 ("Transition Dates"),
TW Recreational Services, Inc. (TWRS) and Volume Services, Inc. (VS)
were sold to entities outside of the Flagstar Corporation controlled
group. Effective December 31, 1995, employees classified as VS
employees were no longer eligible to become participants in the Plan.
Effective as of the respective Transition Dates and thereafter, TWRS
and VS are not Plan Sponsors or participating employers under the Plan
and active employees of TWRS and VS as of the Transition Dates were not
permitted to make pre-tax deferral contributions under the Plan or
eligible to receive employer contributions under the Plan.
- 4 -
<PAGE>
In accordance with the Plan provisions, TWRS and VS employees were
given the right to elect to receive a lump sum distribution of their
entire Pre-Tax Account as of the Transition Dates or receive
distribution of their Pre-Tax Accounts when they separate from service
with TWRS or VS.
b.Contributions and Withdrawals - Pre-tax contribution deductions are
limited to 10% of eligible compensation, or $9,240 in 1995, $9,240 in
1994, and $8,994 in 1993, whichever is less. After-tax contributions
are limited to 10% of each employee's eligible compensation, however,
no after-tax contribution can be made by an employee in any month in
which the employee makes a pre-tax contribution. The Company
contributes an amount equal to 25% of each participating employee's
after-tax contributions, and 25% of employee pre-tax contributions up
to 6% of such employee's compensation, plus 75% for the first $500 per
year of employee pre-tax contributions. These Company contributions are
made to the Plan monthly and are invested to mirror the employee
election.
Contributions to the Plan can be invested in 25% increments in any
combination of five funds chosen by the participants: Employee Interest
Fund, Employee Government Bond Fund, Employee Dreyfus Fund, Employee
Explorer Fund, and Flagstar Companies Employee Stock Fund.
Contributions are temporarily invested in short-term money market
deposits and/or commercial paper until employee elections are executed.
The Employee Interest Fund consists of insurance contracts that provide
fixed interest rates on the Fund investments. The Dreyfus Equity Fund
and Explorer Equity Fund are mutual equity funds that provide dividends
and gains/losses as the market fluctuates. The Flagstar Companies
Employee Stock Fund is invested in Flagstar Companies, Inc. common
stock which also generates gains/losses as the market fluctuates, but
in no event may more than 25% of the participating employees
contribution for any pay period be invested in the Company's common
stock. Participants may change or transfer their investment options
quarterly. A participating employee, however, may not transfer amounts
to the Company stock fund to exceed 25% of his or her total investment
in the Plan.
Contributions to the Plan are not taxable to a participant when
contributed. Similarly, the earnings on the participant's account are
not taxable when earned. However, any withdrawal from the Plan is
taxable to the participant in the year of the withdrawal.
c.Vesting and Participant Accounts - All Company contributions vest
immediately to the employees. A separate account is maintained for each
Plan participant. The account balances for Plan participants are
adjusted periodically as follows:
a) Monthly for contributions and participant withdrawals.
b) Monthly for a pro rata share or income, gains and losses on
investments and expenses, determined by the relative
percentage of the participant's average account balance in
comparison to the total average account balance of all
participants' accounts.
d.Termination - In accordance with the Company's rights under the Plan,
the Company has discontinued its contributions for fiscal year 1996.
Although it has not expressed any intention to do so, the Company has
the right under the Plan to terminate the Plan subject to the
provisions set forth in ERISA. In the event of any termination of the
Plan, each participant automatically becomes fully vested to the extent
of the balance in the participant's separate account after reflection
of the fund's activity to the date of such termination.
- 5 -
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.Basis of Accounting - The financial statements of the Plan are
presented on the accrual basis of accounting.
b.Investment Valuation - In May 1994, the American Institute of
Certified Public Accountants (AICPA) issued Statement of Position (SOP)
94-4 "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Pension Plans" which requires
defined contribution plans to report investment contracts with fully
benefit-responsive features (as defined in the SOP) at contract value
and other investment contracts at fair value. The Company adopted the
SOP as of January 1, 1995, and as the investment contracts were
determined to be fully benefit-responsive, investments in insurance
contracts and synthetic insurance contracts are valued at contract
value, which represents contributions made under the contract, plus
interest earned, less withdrawals and administrative expenses. In
accordance with Financial Accounting Standards Board Statement No. 107
(FASB 107), "Disclosures about Fair Value of Financial Instruments,"
the fair value of the insurance contracts and synthetic insurance
contracts are disclosed in footnote 7. The fair value is based on the
discounted future cash flows of the respective investments.
Investments in money market deposits and commercial paper are carried
at cost, which approximates market. Investments in marketable equity
securities and mutual equity funds are carried at their quoted market
price as of the valuation date.
Synthetic insurance contracts operate similarly to other guaranteed
investment contracts except that the assets are placed in a trust (with
ownership by the Plan) rather than a separate account of the issuer and
a financially responsible third party (i.e., an insurance company)
issues a "wrapper" contract that provides that participants can, and
must, execute Plan transactions at contract value.
c.Transfers from Other Benefit Plans - During 1993 and 1992 a number of
participants in the Denny's Inc. Profit Sharing Retirement Plan
(Denny's Plan) became salaried employees of Flagstar Corporation,
Canteen (through May 6, 1994) or Spartan. As a result, the account
balances of these participants in the Denny's Plan were transferred to
the Plan.
d.Administrative Expenses - Administrative expenses of the Plan are paid
by the Plan and allocated to participant accounts.
e.Benefits Payable - In 1993, the Plan changed its method of accounting
for benefits payable to comply with the 1993 AICPA Audit and Accounting
Guide, "Audits of Employee Benefit Plans." The new guidance requires
that benefits payable to persons who have withdrawn from participation
in a deferred contribution plan be disclosed in the footnotes to the
financial statements rather than be recorded as a liability of the
Plan. As of December 31, 1995 and 1994, benefits of $699,737 and
$15,381,241, respectively, were due to participants who have withdrawn
from participation in the Plan (including balances of employees of
Canteen who have elected to withdraw their balances in the Plan - see
Note 1).
f.Cash and Cash Equivalents - The Plan considers all highly liquid
investments purchased with an original maturity of three months or less
to be cash equivalents. Cash equivalents typically represent money
market funds.
- 6 -
<PAGE>
g.Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The net (depreciation) appreciation including investments bought, sold,
and held, by type of security, during the years ended December 31,
1995, 1994, and 1993 is summarized as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---------------------------------------------
<S> <C> <C> <C>
Flagstar Companies, Inc. Common Stock $(1,370,589) $ (858,863) $ (3,110,586)
Government Bond Fund 224,634 (467,398)
50
Interest Fund - insurance contracts -- 68,729 78,371
Vanguard Explorer Equity Fund 673,893 (227,383) 105,075
Dreyfus Equity Fund (818,977) (1,145,824) (140,270)
$(1,291,039) $(2,630,739) $(3,067,360)
</TABLE>
4. PARTICIPANTS
As of December 31, 1995, 1994, and 1993 there were approximately 2,800,
3,500 and 4,400 participants, respectively in the Plan out of the total
eligible participants of approximately 3,250, 4,600 and 7,700,
respectively.
5. PARTICIPANT LOANS
Participants may borrow up to the lesser of 50% of the vested portion
of their account balance, or the amount of $50,000 less the highest
outstanding loan balance during the prior 12 month period. The minimum
loan amount is $1,000 and each employee can have only one loan
outstanding at any time. The Plan documents indicate that a reasonable
borrowing rate will be assessed, typically evidenced by the prime rate
charged by the Plan's trustee. The participant also bears any loan
administration costs incurred. Loans are repaid through payroll
deductions in equal installments with the loan terms ranging from 6 to
54 months. Loan repayments cannot exceed 30% of the participant's
salary. If an employee who has a loan outstanding terminates
employment, no benefits will be paid from the Plan to the participant
until the outstanding loan balance and accrued interest is paid in
full. Loans outstanding at December 31, 1995 have a range of interest
rates from 8.5% to 9.0%.
6. TAX STATUS
The Plan obtained its latest determination letter on September 20,
1995, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the
Plan's tax counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the
Internal Revenue Code. The Plan administrator believes that the Plan
was qualified and the related trust was tax exempt as of the financial
statement date. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
- 7 -
<PAGE>
7. INVESTMENTS
<TABLE>
<CAPTION>
1995 Carrying 1995 Fair 1994 Carrying
Description Value Value Value
<S> <C> <C> <C>
Flagstar Companies, Inc. Common Stock $ 1,067,209 $ 1,067,209 $ 2,674,956
United States Government Notes and Bonds:
7.00% due April 15, 1999 525,310 525,310 484,530
6.75% due May 31, 1997 510,310 510,310 488,830
8.625% due October 15, 1995 -- -- 303,186
7.875% due July 15, 1996 304,032 304,032 301,218
8.00% due August 15, 1999 217,312 217,312 201,156
8.00% due January 15, 1997 205,468 205,468 201,032
7.875% due January 15, 1998 315,234 315,234 300,375
6.375% due July 15, 1999 259,022 259,022 236,210
6.00% due November 30, 1997 253,673 253,673 238,398
5.125% due March 31, 1998 249,570 249,570 230,860
5.50% due April 15, 2000 252,070 252,070 224,882
3,092,001 3,092,001 3,210,677
NationsBank Short - Intermediate Government Fund 223,298 223,298 1,920,493
Total 3,315,299(2) 3,315,299(2) 5,131,170(2)
Mutual Funds:
Dreyfus Equity Fund 9,959,891(2) 9,959,891(2) 12,060,887(2)
Vanguard Explorer Equity Fund 4,343,104(2) 4,343,104(2) 5,637,577(2)
Total 14,302,995 14,302,995 17,698,464
Interest Fund:
Insurance Contracts:
Great West Life Assurance Co.
9.20% due April 30, 1996 2,030,464 2,056,831 3,718,799
Mutual Life Insurance Co. of NY
9.72% due April 30, 1995 -- -- 5,983,113
New York Life Ins. Co.
7.35% due May 7, 1997 7,594,256(2) 7,542,371(2) 7,154,051(2)
Principal Mutual Life Insurance Co.
9.00% due April 30, 1996 899,007 911,129 1,652,745
Principal Mutual Life Insurance Co.
9.72% due April 30, 1996 8,496,315(2) 8,630,752(2) 7,752,066(2)
19,020,042 19,141,083 26,260,774
Synthetic Insurance Contract:
People's Security Life Insurance
5.9346% due April 30, 1998
US Govt. and Agency Issuances 5,029,228 5,029,228 7,388,162
Asset Backed Securities 3,382,384 3,382,384 817,912
Cash and Cash Equivalents 1,145,362 1,145,362 336,028
Wrapper Contract 312,278 236,914 817,208
9,869,252 9,793,888 9,359,310
Total 28,889,294 28,934,971 35,620,084
Loans To Participants 1,649,008(1) 1,649,008(1) 2,021,267(1)
TOTAL INVESTMENTS $ 49,223,805 $ 49,269,482 $ 63,145,941
</TABLE>
(1) Represents estimated fair value of loans to participants
(2) Represents Plan investments which exceeded 5% of net assets available as of
December 31, 1995 and 1994.
- 8 -
<PAGE>
8. FUND INFORMATION
Participant contributions, employer contributions, distributions to
participants and investment income/dividends by fund are as follow for
the year ended December 31, 1995:
Participant Contributions:
Interest Fund $ 1,272,599
Government Bond Fund 286,327
Dreyfus Equity Fund 601,241
Vanguard Explorer Fund 326,742
Flagstar Companies, Inc. common stock 354,200
-----------
Total $ 2,841,109
===========
Employer Contributions:
Interest Fund $ 585,499
Government Bond Fund 137,369
Dreyfus Equity Fund 267,386
Vanguard Explorer Fund 138,742
Flagstar Companies, Inc. common stock 163,162
-----------
Total $ 1,292,158
===========
Distributions to Participants:
Interest Fund $19,533,346
Government Bond Fund 2,647,382
Dreyfus Equity Fund 5,399,386
Vanguard Explorer Fund 2,964,831
Flagstar Companies, Inc. common stock 916,564
-----------
Total $31,461,509
===========
Investment Income/Dividends:
Interest Fund $ 2,412,931
Government Bond Fund 255,806
Dreyfus Equity Fund 2,966,651
Vanguard Explorer Fund 338,818
Flagstar Companies, Inc. common stock 3,883
Loans to Participants 89,737
-----------
Total $ 6,067,826
===========
- 9 -
<PAGE>
FLAGSTAR THRIFT PLAN
IRS FORM 5500, ITEM 27a - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Shares, Units Carrying
Description or Par Value Cost Value
<S> <C> <C> <C>
Flagstar Companies, Inc. Common Stock 341,507 $ 4,178,633 $ 1,067,209
United States Government Notes and Bonds:
7.00% due April 15, 1999 500,000 500,781 525,310
6.75% due May 31, 1997 500,000 503,125 510,310
7.875% due July 15, 1996 300,000 298,219 304,032
8.00% due August 15, 1999 200,000 210,313 217,312
8.00% due January 15, 1997 200,000 211,813 205,468
7.875% due January 15, 1998 300,000 315,750 315,234
6.375% due July 15, 1999 250,000 261,953 259,022
6.00% due November 30, 1997 250,000 258,984 253,673
5.125% due March 31, 1998 250,000 249,570 249,570
5.50% due April 15, 2000 250,000 249,023 252,070
3,059,531 3,092,001
NationsBank Short - Intermediate Government Fund 53,677 221,321 223,298
Total 3,280,852 3,315,299
Mutual Funds:
Dreyfus Equity Fund 955,844 11,360,972 9,959,891
Vanguard Explorer Equity Fund 86,949 3,443,003 4,343,104
Total 14,803,975 14,302,995
Interest Fund:
Insurance Contracts:
Great West Life Assurance Co.
9.20% due April 30, 1996 2,030,464 2,030,464
New York Life Ins. Co.
7.35% due May 7, 1997 7,594,256 7,594,256
Principal Mutual Life Insurance Co.
9.00% due April 30, 1996 899,007 899,007
Principal Mutual Life Insurance Co.
9.72% due April 30, 1996 8,496,315 8,496,315
19,020,042 19,020,042
Synthetic Insurance Contracts:
People's Security Life Insurance
5.9346% due April 30, 1998 9,869,252 9,869,252
Total 28,889,294 28,889,294
Loans To Participants 1,649,008(1) 1,649,008(1)
TOTAL INVESTMENTS $52,801,762 $49,223,805
</TABLE>
(1) Represents estimated fair value of loans to participants.
- 10 -
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - SINGLE TRANSACTIONS
1/01/95 THROUGH 12/29/95
FLAGSTAR THRIFT PLAN
<TABLE>
<CAPTION>
TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS PRIME FUND
TRUST A SHARES SAL 03/31/95 -6,178,778.170 6,178,778.17 .00 .00 -6,178,778.17 6,178,778.17 .00
PUR 05/31/95 5,718,419.740 5,718,419.74 .00 .00 5,718,419.74 5,718,419.74 .00
MUTUAL LIFE INSURANCE
CO OF NEW YORK GIC
#MM71283
9.72% DUE 04/30/95 SAL 04/28/95 -6,117,728.330 6,117,728.33 .00 .00 -6,117,728.33 6,117,728.33 .00
1 PURCHASES FOR 5,718,419.74 2 SALES FOR 12,296,506.50 ISSUE AGGREGATE TOTAL 18,014,926.24
</TABLE>
- 11 -
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
FLAGSTAR THRIFT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS CASH RESERVES
CASH RESERVES) PUR 10/31/95 230,260.040 230,260.04 .00 .00 230,260.04 230,260.04 .00
PUR 10/31/95 248,417.220 248,417.22 .00 .00 248,417.22 248,417.22 .00
PUR 10/31/95 2,941,933.380 2,941,933.38 .00 .00 2,941,933.38 2,941,933.38 .00
SAL 11/30/95 -1,016,615.230 1,016,615.23 .00 .00 -1,016,615.23 1,016,615.23 .00
PUR 11/30/95 1.740 1.74 .00 .00 1.74 1.74 .00
SAL 11/30/95 -235,685.300 235,685.30 .00 .00 -235,685.30 235,685.30 .00
SAL 11/30/95 -192,292.260 192,292.26 .00 .00 -192,292.26 192,292.26 .00
SAL 12/29/95 -10,657.160 10,657.16 .00 .00 -10,657.16 10,657.16 .00
SAL 12/29/95 -6,585.560 6,585.56 .00 .00 -6,585.56 6,585.56 .00
SAL 12/29/95 -285,434.030 285,434,03 .00 .00 -285,434.03 285,434.03 .00
4 PURCHASES FOR 3,420,612.38 6 SALES FOR 1,747,269.54 ISSUE AGGREGATE TOTAL 5,167,881.92
DREYFUS FD INC SAL 01/10/95 -83,727.234 1,009,750.44 .00 .00 -1,027,489.00 998,865.90 10,884.54
PUR 01/18/95 5,876.378 72,044.40 .00 .00 72,044.40 72,044.40 .00
SAL 01/30/95 -108,745.328 1,317,993.38 .00 .00 -1,334,499.45 1,297,557.76 20,435.62
PUR 03/06/95 5,996.887 75,800.65 .00 .00 75,800.65 75,800.65 .00
SAL 04/05/95 -1,153.846 15,000.00 .00 .00 -14,165.76 13,778.26 1,221.74
SAL 04/21/95 -70,099.923 912,000.00 .00 .00 -860,793.69 837,074.52 74,925.48
SAL 04/26/95 -2,281.369 30,000.00 .00 .00 -28,014.13 27,242.20 2,757.80
PUR 05/08/95 7,128.515 95,308.25 .00 .00 95,308.25 95,308.25 .00
PUR 05/15/95 7,334.941 99,021.70 .00 .00 99,021.70 99,021.70 .00
SAL 05/23/95 -23,449.297 316,800.00 .00 .00 -288,452.55 280,666.35 36,133.65
SAL 05/30/95 -17,529.586 237,000.00 .00 .00 -215,633.50 209,812.90 27,187.10
PUR 06/13/95 6,637.827 89,942.56 .00 .00 89,942.56 89,942.56 .00
PUR 06/14/95 4,358.174 59,619.82 .00 .00 59,619.82 59,619.82 .00
SAL 06/15/95 -15,982.469 218,800.00 .00 .00 -196,909.16 191,680.64 27,119.36
SAL 06/26/95 -715.820 10,000.00 .00 .00 -8,819.13 8,584.96 1,415.04
PUR 06/30/95 12,310.734 166,687.34 .00 .00 166,687.34 166,687.34 .00
PUR 06/30/95 2,956.727 40,034.08 .00 .00 40,034.08 40,034.08 .00
PUR 07/06/95 6,143.398 84,225.99 .00 .00 84,225.99 84,225.99 .00
SAL 07/12/95 -23,681.917 326,100.00 .00 .00 -292,627.19 285,101.25 40,998.75
SAL 07/25/95 -1,083.032 15,000.00 .00 .00 -13,382.56 13,038.38 1,961.62
SAL 08/02/95 -16,702.664 232,000.00 .00 .00 -206,387.59 201,079.60 30,920.40
PUR 08/17/95 9,662.627 133,634.13 .00 .00 133,634.13 133,634.13 .00
SAL 08/18/95 -1,083.815 15,000.00 .00 .00 -13,413.74 13,073.95 1,926.05
SAL 08/31/95 -20,782.042 287,000.00 .00 .00 -257,207.07 250,691.63 36,308.37
PUR 09/20/95 7,292.753 102,536.11 .00 .00 102,536.11 102,536.11 .00
</TABLE>
- 12 -
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
FLAGSTAR THRIFT PLAN
<TABLE>
<CAPTION>
PREVIOUS
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF ANNUAL NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS FD INC SAL 09/29/95 -11,713.666 162,000.00 .00 .00 -145,177.73 141,622.03 20,377.97
PUR 09/29/95 2,807.617 38,660.88 .00 .00 38,660.88 38,660.88 .00
PUR 10/16/95 17,142.490 233,994.99 .00 .00 233,994.99 233,994.99 .00
SAL 10/31/95 -17,629.407 235,000.00 .00 .00 -219,126.27 213,808.06 21,191.94
PUR 11/09/95 5,195.182 70,602.52 .00 .00 70,602.52 70,602.52 .00
SAL 11/15/95 -2,581.121 35,000.00 .00 .00 -32,104.54 31,331.69 3,668.31
SAL 11/30/95 -8,827.074 124,020.39 .00 .00 -109,793.06 107,150.02 16,870.37
PUR 12/14/95 7,048.580 100,442.27 .00 .00 100,442.27 100,442.27 .00
PUR 12/29/95 46,201.905 479,113.76 .00 .00 479,113.76 479,113.76 .00
PUR 12/29/95 211,591.307 2,194,201.85 .00 .00 2,194,201.85 2,194,201.85 .00
PUR 12/29/95 3,682.760 38,190.22 .00 .00 38,190.22 38,190.22 .00
18 PURCHASES FOR 4,174,061.52 18 SALES FOR 5,498,464.21 ISSUE AGGREGATE TOTAL 9,672,525.73
NATIONS PRIME FUND
TRUST A SHARES PUR 01/31/95 818,591.640 818,591.64 .00 .00 818,591.64 818,591.64 .00
PUR 01/31/95 14,099.700 14,099.70 .00 .00 14,099.70 14,099.70 .00
SAL 01/31/95 -3,589.030 3,589.03 .00 .00 -3,589.03 3,589.03 .00
SAL 01/31/95 -86,109.910 86,109.91 .00 .00 -86,109.91 86,109.91 .00
PUR 01/31/95 60,539.580 60,539.58 .00 .00 60,539.58 60,539.58 .00
PUR 01/31/95 1,318,999.560 1,318,999.56 .00 .00 1,318,999.56 1,318,999.56 .00
SAL 01/31/95 -3,268,672.490 3,268,672.49 .00 .00 -3,268,672.49 3,268,672.49 .00
SAL 01/31/95 -80.390 80.39 .00 .00 -80.39 80.39 .00
PUR 02/28/95 149.600 149.60 .00 .00 149.60 149.60 .00
PUR 02/28/95 24,209.750 24,209.75 .00 .00 24,209.75 24,209.75 .00
SAL 02/28/95 -6,478.490 6,478.49 .00 .00 -6,478.49 6,478.49 .00
PUR 02/28/95 462,138.210 462,136.21 .00 .00 462,138.21 462,138.21 .00
SAL 02/28/95 -45,535.210 45,535.21 .00 .00 -45,535.21 45,535.21 .00
PUR 02/28/95 251,541.030 251,541.03 .00 .00 251,541.03 251,541.03 .00
PUR 02/28/95 14,952.350 14,952.35 .00 .00 14,952.35 14,952.35 .00
SAL 02/28/95 -3,635.200 3,635.20 .00 .00 -3,635.20 3,635.20 .00
SAL 03/31/95 -824,882.430 824,882.43 .00 .00 -824,882.43 824,882.43 .00
SAL 03/31/95 -3,283.620 3,283.62 .00 .00 -3,283.62 3,283.62 .00
SAL 03/31/95 -256,672.240 256,672.24 .00 .00 -256,672.24 256,672.24 .00
SAL 03/31/95 -20,740.710 20,740.71 .00 .00 -20,740.71 20,740.71 .00
SAL 03/31/95 -1,291,979.390 1,291,979.39 .00 .00 -1,291,979.39 1,291,979.39 .00
SAL 03/31/95 -6,178,778.170 6,178,778.17 .00 .00 -6,178,778.17 6,178,778.17 .00
PUR 03/31/95 3,449.910 3,449.91 .00 .00 3,449.91 3,449.91 .00
PUR 04/30/95 4,721.810 4,721.81 .00 .00 4,721.81 4,721.81 .00
</TABLE>
- 13 -
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
FLAGSTAR THRIFT PLAN
<TABLE>
<CAPTION>
PREVIOUS
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF ANNUAL NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS PRIME FUND SAL 04/30/95 -794,146.820 794,146.82 .00 .00 -794,146.82 794,146.82 .00
TRUST A SHARES SAL 04/30/95 -14,858.000 14,858.00 .00 .00 -14,858.00 14,858.00 .00
PUR 04/30/95 231,416.260 231,416.26 .00 .00 231,416.26 231,416.26 .00
SAL 04/30/95 -17,615.850 17,615.85 .00 .00 -17,615.85 17,615.85 .00
SAL 04/30/95 -13,477.060 13,477.06 .00 .00 -13,477.06 13,477.06 .00
PUR 04/30/95 2,040.160 2,040.16 .00 .00 2,040.16 2,040.16 .00
PUR 05/31/95 11,503.720 11,503.72 .00 .00 11,503.72 11,503.72 .00
SAL 05/31/95 -26,307.430 26,307.43 .00 .00 -26,307.43 26,307.43 .00
PUR 05/31/95 58,485.080 58,485.08 .00 .00 58,485.08 58,485.08 .00
SAL 05/31/95 -767,616.820 767,616.82 .00 .00 -767,616.82 767,616.82 .00
PUR 05/31/95 13,587.810 13,587.81 .00 .00 13,587.81 13,587.81 .00
PUR 05/31/95 5,718,419.740 5,718,419.74 .00 .00 5,718,419.74 5,718,419.74 .00
SAL 05/31/95 -5,258.760 5,258.76 .00 .00 -5,258.76 5,258.76 .00
PUR 06/30/95 33,523.850 33,523.85 .00 .00 33,523.85 33,523.85 .00
SAL 06/30/95 -582.640 582.64 .00 .00 -582.64 582.64 .00
SAL 06/30/95 -18,737.140 18,737.14 .00 .00 -18,737.14 18,737.14 .00
PUR 06/30/95 132,796.530 132,796.53 .00 .00 132,796.53 132,796.53 .00
SAL 06/30/95 -68,055.030 68,055.03 .00 .00 -68,055.03 68,055.03 .00
SAL 06/30/95 -16,861.110 16,861.11 .00 .00 -16,861.11 16,861.11 .00
SAL 06/30/95 -16,844.950 16,844.95 .00 .00 -16,844.95 16,844.95 .00
SAL 07/31/95 -11,683.900 11,683.90 .00 .00 -11,683.90 11,683.90 .00
PUR 07/31/95 28,460.570 28,460.57 .00 .00 28,460.57 28,460.57 .00
PUR 07/31/95 81,456.840 81,456.84 .00 .00 81,456.84 81,456.84 .00
PUR 07/31/95 64,117.860 64,117.86 .00 .00 64,117.86 64,117.86 .00
SAL 07/31/95 -1,524.160 1,524.16 .00 .00 -1,524.16 1,524.16 .00
SAL 07/31/95 -574,548.110 574,548.11 .00 .00 -574,548.11 574,548.11 .00
SAL 07/31/95 -2,253.950 2,253.95 .00 .00 -2,253.95 2,253.95 .00
SAL 08/31/95 -225.970 225.97 .00 .00 -225.97 225.97 .00
SAL 08/31/95 -894,075.270 894,075.27 .00 .00 -894,075.27 894,075.27 .00
PUR 08/31/95 288,061.190 288,061.19 .00 .00 288,061.19 288,061.19 .00
SAL 08/31/95 -59,562.410 59,562.41 .00 .00 -59,562.41 59,562.41 .00
PUR 08/31/95 35,170.120 35,170.12 .00 .00 35,170.12 35,170.12 .00
PUR 08/31/95 92,212.420 92,212.42 .00 .00 92,212.42 92,212.42 .00
PUR 08/31/95 150,429.080 150,429.08 .00 .00 150,429.08 150,429.08 .00
SAL 09/30/95 -89,425.770 89,425.77 .00 .00 -89,425.77 89,425.77 .00
SAL 09/30/95 -46,609.710 46,609.71 .00 .00 -46,609.71 46,609.71 .00
PUR 09/30/95 10,662.570 10,662.57 .00 .00 10,662.57 10,662.57 .00
</TABLE>
- 14 -
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
FLAGSTAR THRIFT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS PRIME FUND
TRUST A SHARES SAL 09/30/95 -77,164,620 77,164.62 .00 .00 -77,164.62 77,164.62 .00
SAL 09/30/95 -104,137,330 104,137.33 .00 .00 -104,137.33 104,137.33 .00
PUR 09/30/95 480.700 480.70 .00 .00 480.70 480.70 .00
SAL 09/30/95 -1,226,344.630 1,226,344.63 .00 .00 -1,226,344.63 1,226,344.63 .00
SAL 10/31/95 -3,263,425.150 3,263,425.15 .00 .00 -3,263,425.15 3,263,425.15 .00
SAL 10/31/95 -480.700 480.70 .00 .00 -480.70 480.70 .00
SAL 10/31/95 -188,016.840 188,016.84 .00 .00 -188,016.84 188,016.84 .00
PUR 10/31/95 1,813.240 1,813.24 .00 .00 1,813.24 1,813.24 .00
PUR 10/31/95 9,113.770 9,113.77 .00 .00 9,113.77 9,113.77 .00
SAL 10/31/95 -75,453.530 75,453.53 .00 .00 -75,453.53 75,453.53 .00
PUR 10/31/95 112,546.170 112,546.17 .00 .00 112,546.17 112,546.17 .00
SAL 11/30/95 -175,658.140 175,658.14 .00 .00 -175,658.14 175,658.14 .00
SAL 11/30/95 -4,674.560 4,674.56 .00 .00 -4,674.56 4,674.56 .00
PUR 11/30/95 43,461.110 43,461.11 .00 .00 43,461.11 43,461.11 .00
SAL 12/29/95 -1,528.310 1,528.31 .00 .00 -1,528.31 1,528.31 .00
SAL 12/29/95 -2,512.270 2,512.27 .00 .00 -2,512.27 2,512.27 .00
SAL 12/29/95 -16.820 16.82 .00 .00 -16.82 16.82 .00
32 PURCHASES FOR 10,093,151.93 46 SALES FOR 20,550,121.04 ISSUE AGGREGATE TOTAL 30,643,272.97
MUTUAL LIFE INSURANCE
CO OF 9.72% DUE
04/30/95 PUR 01/31/95 46,367.460 46,367.46 .00 .00 46,367.46 46,367.46 .00
PUR 02/28/95 41,880.290 41,880.29 .00 .00 41,880.29 41,880.29 .00
PUR 03/31/95 46,367.450 46,367.45 .00 .00 46,367.45 46,367.45 .00
SAL 04/28/95 -6,117,728.330 6,117,728.33 .00 .00 -6,117,728.33 6,117,728.33 .00
3 PURCHASES FOR 134,615.20 1 SALES FOR 6,117,728.33 ISSUE AGGREGATE TOTAL 6,252,343.53
</TABLE>
- 15 -
<PAGE>
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
Financial Statements at December 31, 1995 and 1994
and for each of the Three Years in the Period Ended
December 31, 1995, Supplemental Schedules for the
Year Ended December 31, 1995 and Independent
Auditors' Report.
<PAGE>
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1995, 1994 and 1993 3
Notes to Financial Statements 4-10
SUPPLEMENTAL SCHEDULES:
IRS Form 5500, Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1995 11
IRS Form 5500, Item 27d - Schedule of Reportable Transactions (Single and
Aggregate Transactions) for the Year Ended December 31, 1995 12-18
</TABLE>
NOTE: Schedules required under the Employee Retirement Income Security Act of
1974, other than the schedules listed above, are omitted because of the absence
of conditions under which such schedules are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
Denny's, Inc. Profit Sharing Retirement Plan:
We have audited the accompanying financial statements of net assets available
for benefits of the Denny's, Inc. Profit Sharing Retirement Plan (the "Plan") as
of December 31, 1995 and 1994 and the related statements of changes in net
assets available for benefits for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for each of
the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
As discussed in Note 2 to the financial statements, in 1993 the Plan changed its
method of accounting for benefits payable to participants who have withdrawn
from participation in the Plan.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
foregoing Table of Contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1995 financial statement and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 20, 1996
- 1 -
<PAGE>
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
------------- -----------
<S> <C> <C>
ASSETS:
Investments $71,663,128 $82,777,891
----------- -----------
Receivables:
Employer's contribution 188,377 188,476
Participants' contributions 399,499 397,874
Accrued interest 72,360 30,661
--
Due from Broker 42,000
----------- -----------
Total Receivables 702,236 617,011
----------- -----------
Cash and Cash Equivalents 12,084,289 4,509,650
----------- -----------
TOTAL ASSETS 84,449,653 87,904,552
----------- -----------
LESS - ACCRUED LIABILITIES: 54,016 77,650
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $84,395,637 $87,826,902
=========== ===========
</TABLE>
See notes to financial statements.
- 2 -
<PAGE>
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Increase in net assets:
INVESTMENT INCOME:
Net (depreciation) appreciation
in fair value of investments
$(2,145,771) $ (1,792,198) $ (3,120,431)
Interest income
3,960,887 4,118,730 5,026,877
Dividend income 3,353,607 591,098 944,907
Investment income, net
5,168,723 2,917,630 2,851,353
CONTRIBUTIONS:
Employer 2,588,995 2,848,715 3,146,775
Participants
7,073,490 7,375,619 8,005,818
Total contributions
9,662,485 10,224,334 11,152,593
TOTAL INCREASE IN NET ASSETS 14,831,208 13,141,964 14,003,946
Decrease in net assets:
DISTRIBUTIONS TO PARTICIPANTS (17,837,071) (16,923,299) (13,508,687)
TRANSFERS TO FLAGSTAR THRIFT PLAN -- -- (5,369)
ADMINISTRATIVE EXPENSES (425,402) (296,728) (400,960)
TOTAL DECREASE IN NET ASSETS (18,262,473) (17,220,027) (13,915,016)
NET INCREASE (DECREASE) IN NET ASSETS BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (3,431,265) (4,078,063) 88,930
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE -- -- 1,895,401
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (3,431,265) (4,078,063) 1,984,331
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 87,826,902 91,904,965 89,920,634
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 84,395,637 $87,826,902 $ 91,904,965
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS,
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
1. DESCRIPTION OF PLAN
The following description of the Denny's, Inc. Profit Sharing
Retirement Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan provisions.
a.General - The Plan is a qualified deferred compensation plan, subject
to the Employee Retirement Income Security Act of 1974, to which member
employees contribute 1% to 15% of their salaries on a weekly basis,
with annual limitations of $9,240 in 1995, $9,240 in 1994, and $8,994
in 1993. Any United States employee of Denny's, Inc. (the "Company")
and its domestic subsidiaries who has attained age 21 and who has
completed twelve months of service with the Company, is eligible to
participate in the Plan. The Denny's, Inc. Profit Sharing Retirement
Plan Committee and the Plan Administrator control and manage the
operation and administration of the Plan. NationsBank serves as the
trustee of the Plan.
Effective September 1, 1995 (the "Transition Date"), Proficient Food
Company and its subsidiary, DFC Trucking Company, (collectively, the
"PFC Group") were sold to an entity outside of Denny's, Inc. Effective
September 1, 1995, employees classified as PFC Group employees were no
longer eligible to become participants in the Plan. Effective as of the
Transition Date and thereafter, the PFC Group is not a Plan Sponsor or
participating employer under the Plan and active employees of the PFC
Group as of the Transition Date were not permitted to make pre-tax
deferral contributions under the Plan or eligible to receive employer
contributions under the Plan. In accordance with the Plan provisions,
PFC Group employees were given the right to elect to receive a lump sum
distribution of their entire Pre-Tax Account as of the Transition Date,
receive distribution of the Pre-Tax Account when he or she separates
from service with the PFC Group, or postpone distribution of the
account if their account balance did not exceed $3,500 as of the
Transition Date. At December 31, 1995, PFC Group employee participant
account balances included in the net assets available for benefits of
the Plan were approximately $5,924,921.
b.Contributions and Withdrawals - Pre-tax contribution deductions are
limited to 15% of eligible compensation, or $9,240 in 1995, $9,240 in
1994, and $8,994 in 1993, whichever is less. The Company's
contributions to the Plan match employee contributions up to the first
3% of each employee's salary at the rate of $1.00 for each employee
dollar contributed (net of forfeitures). These Company contributions
are made to the Plan monthly and are invested to mirror the employee
election.
Contributions to the Plan can be invested in any combination of four
funds chosen by the participants: Employee Income Fund, Employee
Dreyfus Fund, Employee Explorer Fund, and Flagstar Companies Employee
Stock Fund. Contributions are temporarily invested in short-term money
market deposits and/or commercial paper until employee elections are
executed. The Employee Income Fund consists of insurance contracts that
provide fixed
- 4 -
<PAGE>
interest rates on the Fund investments. The Dreyfus Equity Fund and
Explorer Equity Fund are mutual equity funds that provide dividends and
gains/losses as the market fluctuates. The Flagstar Companies Employee
Stock Fund is invested in Flagstar Companies, Inc. common stock which
also generates gains/losses as the market fluctuates, but in no event
may more than 25% of the participating employees contribution for any
pay period be invested in the Company's common stock. Participants may
change or transfer their investment options quarterly. A participating
employee, however, may not transfer amounts to the Company stock fund
to exceed 25% of his or her total investment in the Plan.
Contributions to the Plan are not taxable to a participant when
contributed. Similarly, the earnings on the participant's account are
not taxable when earned. However, any withdrawal from the Plan is
taxable to the participant in the year of the withdrawal.
c.Vesting and Participant Accounts - A participant's contributions and
earnings on those contributions are immediately vested. Vesting in the
Company contributions to their accounts become 100% vested upon
completion of five years of credited service.
A separate account is maintained for each Plan participant. The account
balances for Plan participants are adjusted periodically as follows:
a) Monthly for contributions and participant withdrawals.
b) Monthly for a pro rata share or income, gains and losses on
investments and expenses, determined by the relative
percentage of the participant's average account balance in
comparison to the total average account balance of all
participants' accounts.
Forfeited balances of terminated participants' nonvested accounts are
used to reduce future Company contributions.
d.Termination - In accordance with the Company's rights under the Plan,
the Company has discontinued its contributions for fiscal year 1996.
Although it has not expressed any intention to do so, the Company has
the right under the Plan to terminate the Plan subject to the
provisions set forth in ERISA. In the event of any termination of the
Plan, each participant automatically becomes fully vested to the extent
of the balance in the participant's separate account after reflection
of the fund's activity to the date of such termination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.Basis of Accounting - The financial statements of the Plan are
presented on the accrual basis of accounting.
b.Investment Valuation - In May 1994, the American Institute of
Certified Public Accountants (AICPA) issued Statement of Position (SOP)
94-4 "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Pension Plans" which requires
defined contribution plans to report investment contracts with fully
benefit-responsive features (as defined in the SOP) at contract value
and other investment contracts at fair value. The Company adopted the
SOP as of January 1, 1995, and as the
- 5 -
<PAGE>
investment contracts were determined to be fully benefit-responsive,
investments in insurance contracts and synthetic insurance contracts
are valued at contract value, which represents contributions made under
the contract, plus interest earned, less withdrawals and administrative
expenses. In accordance with Financial Accounting Standards Board
Statement No. 107 (FASB 107), "Disclosures about Fair Value of
Financial Instruments," the fair value of the insurance contracts and
synthetic insurance contracts are disclosed in footnote 3. The fair
value is based on the discounted future cash flows of the respective
investments.
Investments in money market deposits and commercial paper are carried
at cost, which approximates market. Investments in marketable equity
securities and mutual equity funds are carried at their quoted market
price as of the valuation date.
Synthetic insurance contracts operate similarly to other guaranteed
investment contracts except that the assets are placed in a trust (with
ownership by the Plan) rather than a separate account of the issuer and
a financially responsible third party (i.e., an insurance company)
issues a "wrapper" contract that provides that participants can, and
must, execute Plan transactions at contract value.
c.Transfers to Other Benefit Plans - During 1993 and 1992 a number of
Denny's, Inc. employees who were participants in the Plan became
employees of Flagstar Corporation, Canteen Corporation or Flagstar
Systems, Inc. As a result, the account balances of these participants
were transferred to the Thrift Plan for Noncontract Employees of
Flagstar Corporation.
d.Administrative Expenses - Administrative expenses of the Plan are paid
by the Plan and allocated to participant accounts.
e.Benefits Payable - In 1993, the Plan changed its method of accounting
for benefits payable to comply with the 1993 AICPA Audit and Accounting
Guide, "Audits of Employee Benefit Plans." The new guidance requires
that benefits payable to persons who have withdrawn from participation
in a deferred contribution plan be disclosed in the footnotes to the
financial statements rather than be recorded as a liability of the
Plan. As of December 31, 1995 and 1994, benefits of $3,460,725 and
$2,354,198, respectively, were due to participants who have withdrawn
from participation in the Plan.
f.Cash and Cash Equivalents - The Plan considers all highly liquid
investments purchased with an original maturity of three months or less
to be cash equivalents. Cash equivalents typically represent money
market funds.
g.Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
- 6 -
<PAGE>
3. INVESTMENTS
<TABLE>
<CAPTION>
1995 1995 1994
Carrying Fair Carrying
Description Value Value Value
<S> <C> <C> <C>
Flagstar Companies, Inc. Common Stock $ 1,616,425 $ 1,616,425 $ 2,627,754
Mutual Funds:
Dreyfus Equity Fund 9,268,923* 9,268,923* 7,488,243*
Vanguard Explorer Equity Fund 5,198,210* 5,198,210* 3,980,232*
Total 14,467,133 14,467,133 11,468,475
Interest Fund:
Insurance Contracts:
John Hancock Mutual Life Ins. Co.
4.87% due 12/31/96 6,241,397* 6,087,409* 16,655,190*
Allstate Life Ins. Co.
6.95% due 1/2/97 4,159,940 4,219,514 4,023,596
John Hancock Mutual Life Ins. Co.
5.35% due 12/31/97 8,582,813* 8,585,193* 8,424,390*
Mutual Benefit Life
11.25% due 12/31/94 1,865,809 1,865,809 1,995,109
IDS Life Insurance Company
6.10% due 8/24/95 -- 1,607,512
Metropolitan Life Ins. Co. - Proceeds
from redeemed/matured insurance
contracts which were reinvested in
insurance contracts subsequent to
December 31, 1994 -- 10,286,429*
Metropolitan Life Ins. Co.
6.77% due 1/1/00 9,119,781* 9,694,921* --
SunAmerica life Insurance
6.34% due 10/2/00 3,951,688 4,052,293 --
Total 33,921,428 34,505,139 42,992,226
Synthetic Insurance Contracts:
Amber Synthetic
5.50%
US Govt. and Agency Issuances 13,371,493 13,371,493 17,620,929
Asset Backed Securities 4,245,732 4,245,732 697,087
Corporate Bonds 1,200,400 1,200,400 874,403
Cash and Cash Equivalents 2,737,436 2,737,436 31,784
Wrapper Contract 103,081 249,632 1,873,971
Total Amber Synthetic 21,658,142 21,804,693 21,098,174
Lehman Government Sec. Inc.
5.85% due 6/30/95 -- -- 4,591,262
Total Synthetic Insurance Contracts 21,658,142 21,804,693 25,689,436
TOTAL INVESTMENTS $71,663,128 $72,393,390 $82,777,891
</TABLE>
* Represents Plan investments which exceed 5% of net assets available as of
December 31, 1995 and 1994.
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<PAGE>
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The net (depreciation) appreciation including investments bought, sold,
and held, by type of security, during the years ended December 31,
1995, 1994, and 1993 is summarized as follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Flagstar Companies, Inc. Common Stock $ 696,047 $ (878,768) $ (2,886,509)
Vanguard Explorer Equity Fund (1,808,666) (189,114) (32,403)
Dreyfus Equity Fund (1,037,319) (724,316) (201,519)
------------------------------------------
$ (2,149,938) $ (1,792,198) $(3,120,431)
===========================================
</TABLE>
Effective July 16, 1991, the State of New Jersey assumed control of
Mutual Benefit Life Insurance Company, Inc. (Mutual), as a result of
approximately $1,000,000,000 in policy surrenders during the period
immediately preceding the seizure. The Plan's investment in an
insurance contract with Mutual as of December 31, 1995, including
accrued interest totaled approximately $2.0 million. The contract was
scheduled to mature on December 31, 1991, however, Plan management
received correspondence from Mutual indicating that due to the State of
New Jersey's seizure of control and the severe restrictions placed on
withdrawals, they would not be able to release the scheduled maturity
payment on the Plan's contract. A rehabilitation plan, proposed by an
industry consortium, was approved by the Superior Court of New Jersey
in November 1993. Under such plan, Mutual contract holders can continue
to participate in the contracts, in which case such holders will
receive a reduced interest rate and extended maturity through December
2003, or accept a current maturity value at 55% of the contract value.
Management intends to hold this contract to the extended maturity date;
therefore, no reduction in carrying value has been recorded.
- 8 -
<PAGE>
5. FUND INFORMATION
Participant contributions, employer contributions, distributions to
participants and investment income/dividends by fund are as follow for
the year ended December 31, 1995:
Participant Contributions:
Interest Fund $ 3,916,630
Dreyfus Equity Fund 1,398,303
Vanguard Explorer Fund 849,906
Flagstar Companies, Inc. common stock 908,651
-----------
Total $ 7,073,490
===========
Employer Contributions:
Interest Fund $ 1,474,583
Dreyfus Equity Fund 498,950
Vanguard Explorer Fund 291,872
Flagstar Companies, Inc. common stock 323,590
-----------
Total $ 2,588,995
===========
Distributions to Participants:
Interest Fund $14,124,263
Dreyfus Equity Fund 1,996,036
Vanguard Explorer Fund 1,148,212
Flagstar Companies, Inc. common stock 568,561
-----------
Total $17,837,072
===========
Investment Income/Dividends:
Interest Fund $ 3,960,887
Dreyfus Equity Fund 2,923,676
Vanguard Explorer Fund 429,931
Flagstar Companies, Inc. common stock 4,167
-----------
Total $ 7,318,661
===========
6. PARTICIPANTS
As of December 31, 1995, 1994, and 1993 there were approximately 7,700,
8,300 and 9,000 participants, respectively in the Plan out of the total
eligible participants of approximately 21,500, 22,400 and 24,300,
respectively.
- 9 -
<PAGE>
7. TAX STATUS
The Plan obtained its latest determination letter on December 21, 1995,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Internal
Revenue Code. The Plan administrator believes that the Plan was
qualified and the related trust was tax exempt as of the financial
statement date. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
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<PAGE>
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
IRS FORM 5500, ITEM 27a - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Shares
Units or Carrying
Description Par Value Cost Value
<S> <C> <C> <C>
Flagstar Companies, Inc. Common Stock 517,256 $ 5,433,933 $ 1,616,425
Mutual Funds:
Dreyfus Equity Fund 889,532 10,694,208 9,268,923
Vanguard Explorer Equity Fund 104,068 4,388,209 5,198,210
Total 15,082,417 14,467,133
Interest Fund:
Insurance Contracts:
John Hancock Mutual Life Ins. Co.
4.87% due 12/31/96 6,241,397 6,241,397
Allstate Life Ins. Co.
6.95% due 1/2/97 4,159,940 4,159,940
John Hancock Mutual Life Ins. Co.
5.35% due 12/31/97 8,582,813 8,582,813
Mutual Benefit Life
11.25% due 12/31/94 1,865,809 1,865,809
IDS Life Insurance Company
6.10% due 8/24/95 -- --
Metropolitan Life Ins. Co.
6.77% due 1/1/00 9,119,781 9,119,781
SunAmerica Life Insurance
6.34% due 10/2/00 3,951,688 3,951,688
Total 33,921,428 33,921,428
Synthetic Insurance Contracts:
Amber Synthetic
5.50% 21,658,142 21,658,142
TOTAL INVESTMENTS $76,095,920 $71,663,128
</TABLE>
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<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - SINGLE TRANSACTIONS
1/01/95 THROUGH 12/29/95
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
<TABLE>
<CAPTION>
ASSET DESCRIPTION TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS CASH RESERVES
CAPITAL CLASS (FORMERLY
CAPITOL CASH RESERVES) PUR 12/29/95 10,644,132.830 10,644,132.83 .00 .00 10,644,132.83 10,644,132.83 .00
LEHMANN CONT. 5526800
TRIPARTY AGREEMENT 5.850% (C)
06/30/95 SAL 06/30/95 -4,480,669.240 4,480,669.24 .00 .00 -4,480,669.24 4,480,669.24 .00
NATIONS PRIME FUND
TRUST A SHARES SAL 10/31/95 -5,352,166.190 5,352,166.19 .00 .00 -5,352,166.19 5,352,166.19 .00
METROPOLITAN LIFE GIC 14324
INTEREST PD AT MAT
DTD 01/03/95 6.770% DUE
01/01/00 PUR 01/31/95 8,839,019.030 8,839,019.03 .00 .00 8,839,019.03 8,839,019.03 .00
JOHN HANCOCK MUTUL LIFE
INS CO
GAC #6468
DTD 12/22/92 4.87% DUE
12/31/96 SAL 12/29/95 -10,632,060.820 10,632,060.82 .00 .00 -10,632,060.82 10,632,060.82 .00
METROPOLITAN LIFE INS CO
#14210
DTD 12/22/92 6.00% DUE
12/12/12 SAL 01/31/95 -5,222,204.950 5,222,204.95 .00 .00 -5,222,204.95 5,222,204.95 .00
2 PURCHASES FOR 19,483,151.86 4 SALES FOR 25,687,101.20 ISSUE AGGREGATE TOTAL 45,170,253.06
</TABLE>
12
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS CASH RESERVES
CASH RESERVES PUR 10/31/95 941,040.010 941,040.01 .00 .00 941,040.01 941,040.01 .00
PUR 10/31/95 173,000.420 173,000.42 .00 .00 173,000.42 173,000.42 .00
PUR 10/31/95 30,442.750 30,442.75 .00 .00 30,442.75 30,442.75 .00
PUR 10/31/95 50,825.150 50,825.15 .00 .00 50,825.15 50,825.15 .00
PUR 10/31/95 2,805.080 2,805.08 .00 .00 2,805.08 2,805.08 .00
PUR 10/31/95 600,337.030 600,337.03 .00 .00 600,337.03 600,337.03 .00
PUR 10/31/95 257,042.430 257,042.43 .00 .00 257,042.43 257,042.43 .00
SAL 11/30/95 -232,114.210 232,114.21 .00 .00 -232,114.21 232,114.21 .00
PUR 11/30/95 302,484.420 302,484.42 .00 .00 302,484.42 302,484.42 .00
SAL 11/30/95 -70.090 70.09 .00 .00 -70.09 70.09 .00
SAL 11/30/95 -267.480 267.48 .00 .00 -267.48 267.48 .00
SAL 11/30/95 -14,498.060 14,498.06 .00 .00 -14,498.06 14,498.06 .00
SAL 11/30/95 -139,681.960 139,681.96 .00 .00 -139,681.96 139,681.96 .00
SAL 11/30/95 -760,131.900 760,131.90 .00 .00 -760,131.90 760,131.90 .00
PUR 12/29/95 10,644,132.830 10,644,132.83 .00 .00 10,644,132.83 10,644,132.83 .00
SAL 12/29/95 -3,874.480 3,874.48 .00 .00 -3,874.48 3,874.48 .00
PUR 12/29/95 10,440.640 10,440.64 .00 .00 10,440.64 10,440.64 .00
SAL 12/29/95 -30.330 30.33 .00 .00 -30.33 30.33 .00
SAL 12/29/95 -70.780 70.78 .00 .00 -70.78 70.78 .00
SAL 12/29/95 -133,823.770 133,823.77 .00 .00 -133,823.77 133,823.77 .00
SAL 12/29/95 -13,698.470 13,698.47 .00 .00 -13,698.47 13,698.47 .00
10 PURCHASES FOR 13,012,550.76 11 SALES FOR 1,298,261.53 ISSUE AGGREGATE TOTAL 14,310,812.29
DREYFUS FD INC PUR 01/10/95 16,578.316 199,934.49 .00 .00 199,934.49 199,934.49 .00
SAL 01/30/95 -11,017.361 134,301.63 .00 .00 -136,297.08 131,473.97 2,827.66
PUR 01/31/95 10,467.330 129,794.89 .00 .00 129,794.89 129,794.89 .00
SAL 04/20/95 -11,600.928 150,000.00 .00 .00 -143,628.28 138,571.77 11,428.23
PUR 05/05/95 11,292.580 150,977.49 .00 .00 150,977.49 150,977.49 .00
PUR 05/12/95 13,720.758 185,093.02 .00 .00 185,093.02 185,093.02 .00
SAL 05/26/95 -5,056.004 69,115.58 .00 .00 -62,799.59 60,679.47 8,436.11
SAL 05/30/95 -14,053.254 190,000.00 .00 .00 -174,552.59 168,659.67 21,340.33
PUR 05/31/95 11,881.816 162,067.97 .00 .00 162,067.97 162,067.97 .00
SAL 06/16/95 -4,764.165 65,364.35 .00 .00 -59,280.60 57,319.27 8,045.08
SAL 06/19/95 -7,116.199 98,061.22 .00 .00 -88,547.00 85,617.38 12,443.84
PUR 06/21/95 10,671.387 148,759.14 .00 .00 148,759.14 148,759.14 .00
PUR 06/30/95 2,642.789 35,783.36 .00 .00 35,783.36 35,783.36 .00
PUR 06/30/95 11,003.613 148,988.93 .00 .00 148,988.93 148,988.93 .00
</TABLE>
13
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS FD INC SAL 07/20/95 -5,865.103 80,000.00 .00 .00 -73,252.82 70,926.65 9,073.35
SAL 07/21/95 -3,636.364 50,000.00 .00 .00 -45,416.75 43,974.52 6,025.48
SAL 07/25/95 -1,083.032 15,000.00 .00 .00 -13,526.64 13,097.10 1,902.90
PUR 07/26/95 13,897.404 193,729.81 .00 .00 193,729.81 193,729.81 .00
PUR 08/04/95 9,262.418 128,191.87 .00 .00 128,191.87 128,191.87 .00
SAL 08/10/95 -11,560.694 160,000.00 .00 .00 -144,946.44 140,518.22 19,481.78
SAL 09/11/95 -11,464.968 162,000.00 .00 .00 -143,746.24 139,354.69 22,645.31
PUR 09/20/95 13,755.315 193,399.73 .00 .00 193,399.73 193,399.73 .00
PUR 09/29/95 1,898.145 26,137.46 .00 .00 26,137.46 26,137.46 .00
PUR 09/29/95 768.137 10,577.24 .00 .00 10,577.24 10,577.24 .00
SAL 10/10/95 -13,284.133 180,000.00 .00 .00 -167,034.81 162,071.11 17,928.89
PUR 10/12/95 11,057.356 148,389.72 .00 .00 148,389.72 148,389.72 .00
PUR 10/25/95 3,736.921 50,000.00 .00 .00 50,000.00 50,000.00 .00
SAL 10/31/95 -17,254.314 230,000.00 .00 .00 -217,273.55 210,968.37 19,031.63
PUR 11/03/95 13,663.959 184,600.08 .00 .00 184,600.08 184,600.08 .00
SAL 11/27/95 -4,534.275 63,479.85 .00 .00 -57,182.58 55,559.52 7,920.33
SAL 12/05/95 -13,382.118 190,829.00 .00 .00 -168,764.36 163,974.19 26,854.81
PUR 12/11/95 14,206.835 201,310.85 .00 .00 210,310.85 201,310.85 .00
PUR 12/29/95 1,024,059 10,619.49 .00 .00 10,619.49 10,619.49 .00
PUR 12/29/95 2,499.848 25,923.42 .00 .00 25,923.42 25,923.42 .00
PUR 12/29/95 143,627.613 1,489,418.35 .00 .00 1,489,418.35 1,489,418.35 .00
PUR 12/29/95 31,361.730 325,221.14 .00 .00 325,221.14 325,221.14 .00
PUR 12/29/95 58,836.826 610,137.89 .00 .00 610,137.89 610,137.89 .00
PUR 12/29/95 12,847.284 133,226.33 .00 .00 133,226.33 133,226.33 .00
SAL 12/29/95 -25,047.985 261,000.00 .00 .00 -301,134.07 294,760.62 -33,760.62
23 PURCHASES FOR 4,892,282.67 16 SALES FOR 2,099,151.63 ISSUE AGGREGATE TOTAL 6,991,434.30
LEHMANN CONT. 5526800
06/30/95 PUR 01/11/95 22,262.170 22,262.17 .00 .00 22,262.17 22,262.17 .00
PUR 02/07/95 22,262.180 22,262.18 .00 .00 22,262.18 22,262.18 .00
PUR 03/15/95 20,107.770 20,107.77 .00 .00 20,107.77 20,107.77 .00
PUR 04/11/95 22,262,170 22,262.17 .00 .00 22,262.17 22,262.17 .00
PUR 05/09/95 21,544.040 21,544.04 .00 .00 21,544.04 21,544.04 .00
PUR 05/31/95 22,262.170 22,262.17 .00 .00 22,262.17 22,262.17 .00
SAL 06/30/95 -4,480,669.240 4,480,669.24 .00 .00 -4,480,669.24 4,480,669.24 .00
SAL 07/03/95 -241,293.240 241,293.24 .00 .00 -241,293.24 241,293.24 .00
6 PURCHASES FOR 130,700.50 2 SALES FOR 4,721,962.48 ISSUE AGGREGATE TOTAL 4,852,662.98
</TABLE>
14
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS PRIME FUND
TRUST A SHARES PUR 01/31/95 766,288.890 766,288.89 .00 .00 766,288.89 766,288.89 .00
SAL 01/31/95 -5,294.750 5,294.75 .00 .00 -5,294.75 5,294.75 .00
SAL 01/31/95 -3,457.310 3,457.31 .00 .00 -3,457.31 3,457.31 .00
PUR 01/31/95 356,788.830 356,788.83 .00 .00 356,788.83 356,788.83 .00
PUR 01/31/95 16.460 16.46 .00 .00 16.46 16.46 .00
SAL 01/31/95 -1,216.760 1,216.76 .00 .00 -1,216.76 1,216.76 .00
PUR 01/31/95 45,527.500 45,527.50 .00 .00 45,527.50 45,527.50 .00
SAL 02/28/95 -126,372.830 126,372.83 .00 .00 -126,372.83 126,372.83 .00
PUR 02/28/95 330.330 330.33 .00 .00 330.33 330.33 .00
PUR 02/28/95 17.460 17.46 .00 .00 17.46 17.46 .00
PUR 02/28/95 128,445.420 128,445.42 .00 .00 128,445.42 128,445.42 .00
SAL 02/28/95 -52,116.160 52,116.16 .00 .00 -52,116.16 52,116.16 .00
PUR 02/28/95 812.160 812.16 .00 .00 812.16 812.16 .00
SAL 02/28/95 -574,740.960 574,740.96 .00 .00 -574,740.96 574,740.96 .00
SAL 03/31/95 -159,294.190 159,294.19 .00 .00 -159,294.19 159,294.19 .00
SAL 03/31/95 -18,111.180 18,111.18 .00 .00 -18,111.18 18,111.18 .00
SAL 03/31/95 -33,548.990 33,548.99 .00 .00 -33,548.99 33,548.99 .00
PUR 03/31/95 905,375.000 905,375.00 .00 .00 905,375.00 905,375.00 .00
SAL 03/31/95 -237.200 237.20 .00 .00 -237.20 237.20 .00
SAL 03/31/95 -179.350 179.35 .00 .00 -179.35 179.35 .00
SAL 03/31/95 -38,495.660 38,495.66 .00 .00 -38,495.66 38,495.66 .00
SAL 04/30/95 -87,120.450 87,120.45 .00 .00 -87,120.45 87,120.45 .00
SAL 04/30/95 -66.700 66.70 .00 .00 -66.70 66.70 .00
SAL 04/30/95 -1,368.150 1,368.15 .00 .00 -1,368.15 1,368.15 .00
PUR 04/30/95 786,212.130 786,212.13 .00 .00 786,212.13 786,212.13 .00
SAL 04/30/95 -121,894.950 121,894.95 .00 .00 -121,894.95 121,894.95 .00
SAL 04/30/95 -51,945.820 51,945.82 .00 .00 -51,945.82 51,945.82 .00
SAL 04/30/95 -1,670,666.330 1,670,666.33 .00 .00 -1,670,666.33 1,670,666.33 .00
SAL 05/31/95 -414,691.850 414,691.85 .00 .00 -414,691.85 414,691.85 .00
PUR 05/31/95 34,393.380 34,393.38 .00 .00 34,393.38 34,393.38 .00
PUR 05/31/95 70,711.300 70,711.30 .00 .00 70,711.30 70,711.30 .00
SAL 05/31/95 -1,781,176.040 1,781,176.04 .00 .00 -1,781,176.04 1,781,176.04 .00
SAL 05/31/95 -670.440 670.44 .00 .00 -670.44 670.44 .00
SAL 05/31/95 -67.970 67.97 .00 .00 -67.97 67.97 .00
SAL 05/31/95 -23,433.830 23,433.83 .00 .00 -23,433.83 23,433.83 .00
SAL 06/30/95 -737.660 737.66 .00 .00 -737.66 737.66 .00
SAL 06/30/95 -67.780 67.78 .00 .00 -67.78 67.78 .00
</TABLE>
-15-
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
DENNY'S INC. PROFIT SHARING RETIREMENT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NATIONS PRIME FUND
TRUST A SHARES PUR 06/30/95 95,188.730 95,188.73 .00 .00 95,188.73 95,188.73 .00
PUR 06/30/95 174,314.080 174,314.08 .00 .00 174,314.08 174,314.08 .00
SAL 06/30/95 -65,416.680 65,416.68 .00 .00 -65,416.68 65,416.68 .00
SAL 06/30/95 -33,984.110 33,984.11 .00 .00 -33,984.11 33,984.11 .00
PUR 06/30/95 3,801,423.650 3,801,423.65 .00 .00 3,801,423.65 3,801,423.65 .00
SAL 07/31/95 -115,271.930 115,271.93 .00 .00 -115,271.93 115,271.93 .00
PUR 07/31/95 6,603.130 6,603.13 .00 .00 6,603.13 6,603.13 .00
PUR 07/31/95 3,409.640 3,409.64 .00 .00 3,409.64 3,409.64 .00
SAL 07/31/95 -441,861.470 441,861.47 .00 .00 -441,861.47 441,861.47 .00
SAL 07/31/95 -68.670 68.67 .00 .00 -68.67 68.67 .00
SAL 07/31/95 -95,729.940 95,729.94 .00 .00 -95,729.94 95,729.94 .00
PUR 07/31/95 20,941.020 20,941.02 .00 .00 20,941.02 20,941.02 .00
SAL 08/31/95 -7,733.020 7,733.02 .00 .00 -7,733.02 7,733.02 .00
SAL 08/31/95 -231.210 231.21 .00 .00 -231.21 231.21 .00
SAL 08/31/95 -68.670 68.67 .00 .00 -68.67 68.67 .00
PUR 08/31/95 248,760.730 248,760.73 .00 .00 248,760.73 248,760.73 .00
PUR 08/31/95 1,279.430 1,279.43 .00 .00 1,279.43 1,279.43 .00
PUR 08/31/95 783.110 783.11 .00 .00 783.11 783.11 .00
PUR 08/31/95 1,203,193.780 1,203,193.78 .00 .00 1,203,193.78 1,203,193.78 .00
SAL 09/30/95 -560,279.080 560,279.08 .00 .00 -560,279.08 560,279.08 .00
SAL 09/30/95 -17,779.670 17,779.67 .00 .00 -17,779.67 17,779.67 .00
SAL 09/30/95 -4,388.250 4,388.25 .00 .00 -4,388.25 4,388.25 .00
SAL 09/30/95 -77,632.830 77,632.83 .00 .00 -77,632.83 77,632.83 .00
SAL 09/30/95 -234.570 234.57 .00 .00 -234.57 234.57 .00
SAL 09/30/95 -69.250 69.25 .00 .00 -69.25 69.25 .00
PUR 09/30/95 145.770 145.77 .00 .00 145.77 145.77 .00
SAL 10/31/95 -18,879.550 18,879.55 .00 .00 -18,879.55 18,879.55 .00
SAL 10/31/95 -2,875.230 2,875.23 .00 .00 -2,875.23 2,875.23 .00
SAL 10/31/95 -47,079.490 47,079.49 .00 .00 -47,079.49 47,079.49 .00
SAL 10/31/95 -1,095,958.060 1,095,958.06 .00 .00 -1,095,958.06 1,095,958.06 .00
SAL 10/31/95 -27,251.240 27,251.24 .00 .00 -27,251.24 27,251.24 .00
SAL 10/31/95 -19,581.750 19,581.75 .00 .00 -19,581.75 19,581.75 .00
SAL 10/31/95 -5,352,166.190 5,352,166.19 .00 .00 -5,352,166.19 5,352,166.19 .00
23 PURCHASES FOR 8,650,961.93 47 SALES FOR 13,151,514.17 ISSUE AGGREGATE TOTAL 21,802,476.10
</TABLE>
-16-
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
METROPOLITAN LIFE
GIC 14324
DTD 01/03/95 6.770%
DUE 01/01/00 PUR 01/31/95 8,839,019.030 8,839,019.03 .00 .00 8,839,019.03 8,839,019.03 .00
PUR 01/31/95 46,123.930 46,123.93 .00 .00 46,123.93 46,123.93 .00
PUR 02/28/95 44,761.810 44,761.81 .00 .00 44,761.81 44,761.81 .00
PUR 03/31/95 49,820.800 49,820.80 .00 .00 49,820.80 49,820.80 .00
PUR 04/28/95 48,478.320 48,478.32 .00 .00 48,478.32 48,478.32 .00
PUR 05/31/95 50,369.220 50,369.22 .00 .00 50,369.22 50,369.22 .00
PUR 06/30/95 49,011.960 49,011.96 .00 .00 49,011.96 49,011.96 .00
PUR 07/31/95 50,923.680 50,923.68 .00 .00 50,923.68 50,923.68 .00
PUR 08/31/95 51,207.790 51,207.79 .00 .00 51,207.79 51,207.79 .00
PUR 09/29/95 49,827.930 49,827.93 .00 .00 49,827.93 49,827.93 .00
PUR 10/31/95 51,771.480 51,771.48 .00 .00 51,771.48 51,771.48 .00
SAL 11/02/95 -198,762.580 198,762.58 .00 .00 -198,762.58 198,762.58 .00
PUR 11/30/95 49,339.240 49,339.24 .00 .00 49,339.24 49,339.24 .00
SAL 12/06/95 -112,810.600 112,810.60 .00 .00 -112,810.60 112,810.60 .00
PUR 12/29/95 50,699.040 50,699.04 .00 .00 50,699.04 50,699.04 .00
13 PURCHASES FOR 9,431,354.23 2 SALES FOR 311,573.18 ISSUE AGGREGATE TOTAL 9,742,927.41
METLIFE GIC
DTD 09/13/90 8.63%
DUE 12/31/94 SAL 01/06/95 -1,451,186.840 1,451,186.84 .00 .00 -1,451,186.84 1,451,186.84 .00
PUR 01/30/95 2,297.530 2,297.53 .00 .00 2,297.53 2,297.53 .00
SAL 01/31/95 -3,615,335.000 3,615,335.00 .00 .00 -3,615,335.00 3,615,335.00 .00
1 PURCHASE FOR 2,297.53 2 SALES FOR 5,066,521.84 ISSUE AGGREGATE TOTAL 5,068,819.37 .00
JOHN HANCOCK MUTUAL
LIFE INS CO
DTD 12/22/92 4.87%
DUE 12/31/96 PUR 01/31/95 74,291.430 74,291.43 .00 .00 74,291.43 74,291.43 .00
PUR 02/28/95 67,386.730 67,386.73 .00 .00 67,386.73 67,386.73 .00
PUR 03/31/95 67,919.760 67,919.76 .00 .00 67,919.76 67,919.76 .00
PUR 04/28/95 65,990.490 65,990.49 .00 .00 65,990.49 65,990.49 .00
PUR 05/31/95 68,461.670 68,461.67 .00 .00 68,461.67 68,461.67 .00
PUR 06/30/95 66,517.000 66,517.00 .00 .00 66,517.00 66,517.00 .00
PUR 07/31/95 69,007.890 69,007.89 .00 .00 69,007.89 69,007.89 .00
PUR 08/31/95 69,287.150 69,287.15 .00 .00 69,287.15 69,287.15 .00
PUR 09/29/95 67,319.040 67,319.04 .00 .00 67,319.04 67,319.04 .00
PUR 10/31/95 69,839.970 69,839.97 .00 .00 69,839.97 69,839.97 .00
SAL 11/02/95 -373,377.280 373,377.28 .00 .00 -373,377.28 373,377.28 .00
PUR 11/30/95 66,442.840 66,442.84 .00 .00 66,442.84 66,442.84 .00
SAL 12/06/95 -209,517.140 209,517.14 .00 .00 -209,517.14 209,517.14 .00
</TABLE>
-17-
<PAGE>
IRS FORM 5500, ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
5% REPORT BY ASSET - AGGREGATE
1/01/95 THROUGH 12/29/95
DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
<TABLE>
<CAPTION>
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET
ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JOHN HANCOCK MUTUAL LIFE INS CO
DTD 12/22/92 4.87%
DUE 12/31/96 SAL 12/29/95 -10,632,060.820 10,632,060.82 .00 .00 -10,632,060.82 10,632,060.82 .00
PUR 12/29/95 64,013.450 64,013.45 .00 .00 64,013.45 64,013.45 .00
12 PURCHASE FOR 816,477.42 3 SALES FOR 11,214,955.24 ISSUE AGGREGATE TOTAL 12,031,432.66 .00
METROPOLITAN LIFE INS CO
DTD 12/22/92 6.00%
DUE 12/12/12 SALE 01/31/95 -5,222,204.950 5,222,204.95 .00 .00 -5,222,204.95 5,222,204.95 .00
0 PURCHASE FOR .00 1 SALES FOR 5,222,204.95 ISSUE AGGREGATE TOTAL 5,222,204.95 .00
</TABLE>
- 18 -
<PAGE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-35098 and 33-35099 of Flagstar Companies, Inc. (formerly TW Holdings, Inc.)
on Form S-8 of our reports dated June 20, 1996, appearing in this Annual Report
on Form 11-K of the Flagstar Thrift Plan (formerly the Thrift Plan for
Noncontract Employees of TW Services, Inc.) and the Denny's Inc. Profit Sharing
Retirement Plan for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
GREENVILLE, SOUTH CAROLINA
JUNE 20, 1996
