<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 13D
(Amendment No. 3--Final Amendment)
Under the Securities Exchange Act of 1934
ADVANTICA RESTAURANT GROUP, INC.
(Formerly known as
FLAGSTAR COMPANIES INC.)
(Name of issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of class of securities)
873098 10 7
(CUSIP number)
Paul Raether with a copy to:
CD Associates, L.P., CD GP, LLC Randall C. Bassett, Esq.
KKR Associates, L.P. Latham & Watkins
KKR Partners II, L.P. 633 West Fifth Street, Suite 4000
TW Associates, L.P. Los Angeles, California 90071-2007
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street
New York, New York 10019
(212) 750-8300 (213) 485-1234
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 7, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP No. 873098 10 7
1. Name of Reporting Person
TW ASSOCIATES, L.P.
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
2
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SCHEDULE 13D
CUSIP No. 873098 10 7
1. Name of Reporting Person
KKR PARTNERS II, L.P.
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
3
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SCHEDULE 13D
CUSIP No. 873098 10 7
1. Name of Reporting Person
KKR ASSOCIATES, L.P.
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
New York
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
4
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SCHEDULE 13D
CUSIP No. 873098 10 7
1. Name of Reporting Person
C D ASSOCIATES, L.P.
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
5
<PAGE> 6
SCHEDULE 13D
CUSIP No. 873098 10 7
1. Name of Reporting Person
C D GP, LLC
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
OO
6
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This Amendment No. 3 to Schedule 13D amends the Schedule 13D
dated November 16, 1992, and all amendments, filed by TW Associates, L.P., KKR
Partners II, L.P., KKR Associates, L.P., CD GP, LLC and CD Associates, L.P. (the
"Reporting Persons"), relating to the Common Stock, par value $0.01 per share
(the "Common Stock") of Advantica Restaurant Group, Inc. (formerly known as
Flagstar Companies, Inc.), a Delaware corporation (the "Company").
ITEM 1. SECURITY AND ISSUER
Item 1 is amended in pertinent part as follows:
On January 7, 1998, pursuant to an Amended Joint Plan of Reorganization
of the Company filed pursuant to Chapter 11 of Title 11 of the United States
Code in the United States Bankruptcy Court for the District of South Carolina
(the "Plan"), the former shares of Common Stock of Flagstar Companies, Inc. were
terminated, canceled and extinguished. As a result, the Reporting Persons do not
own any shares of Common Stock of the Company. As a result of the Plan, the name
of the Company was changed to Advantica Restaurant Group, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
Item 5 is amended in pertinent part as follows:
As of January 7, 1998, the Reporting Persons ceased to be the
beneficial owner of any shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement dated as of March 10, 1997 (incorporated by
reference from Amendment No. 2 to this Schedule 13D dated March 10, 1997).
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 17, 1998 TW ASSOCIATES, L.P.
By: KKR ASSOCIATES, L.P.
Its: General Partner
By: /s/ James H. Greene, Jr.
Name: James H. Greene, Jr.
Its: General Partner
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES, L.P.
Its: General Partner
By: /s/ James H. Greene, Jr.
Name: James H. Greene, Jr.
Its: General Partner
KKR ASSOCIATES, L.P.
By: /s/ James H. Greene, Jr.
Name: James H. Greene, Jr.
Its: General Partner
C D ASSOCIATES, L.P.
By: C D GP, LLC
Its: General Partner
By: /s/ James H. Greene, Jr.
Name: James H. Greene, Jr.
Its: Member
C D GP, LLC
By: /s/ James H. Greene, Jr.
Name: James H. Greene, Jr.
Its: Member
8
