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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Advantica Restaurant Group, Inc.
--------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
00758B109
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(CUSIP Number)
November 3, 1998
----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 00758B109 13G
- -------------------
--------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis M. Bacon
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
None
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,863,077
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,863,077
--------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,863,077
--------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
--------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN, IA
--------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 00758B109 13G
- -------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moore Capital Management, Inc.
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------- --------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
None
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,167,703
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,167,703
--------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,167,703
--------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
--------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO, IA
--------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 00758B109 13G
- -------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moore Global Investments, Ltd.
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
None
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,167,703
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,167,703
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,167,703
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE>
Item 1(a): Name of Issuer:
Advantica Restaurant Group, Inc. (the
"Company").
Item 1(b): Address of Issuer's Principal Executive
Offices:
203 East Main Street
Spartanburg, SC 29319
Items 2(a): Name of Person(s) Filing:
The Statement is being filed by (1) Moore
Capital Management, Inc. ("MCM"), (2) Louis
M. Bacon ("Mr. Bacon"), in his capacity as
(a) Chairman and Chief Executive Officer,
director and controlling shareholder of MCM
and (b) Chairman and Chief Executive Officer,
director and majority interest holder in
Moore Capital Advisors, LLC ("MCA"), and (3)
Moore Global Investments, Ltd. ("MGI").
MCM, a registered commodity trading advisor
and member of the National Futures
Association, serves as discretionary
investment manager to MGI, a non-U.S.
investment company incorporated in the
Bahamas, and other investment funds. MCA, a
registered commodity trading advisor and
commodity pool operator, serves as general
partner and discretionary investment manager
to a U.S. partnership, Remington Investment
Strategies, L.P. ("RIS"). The principal
occupation of Mr. Bacon is the direction of
the investment activities of MCM and MCA,
carried out in his capacity of Chairman and
Chief Executive Officer of such entities. In
this capacity, Mr. Bacon may be deemed to be
the beneficial owner of the shares of Common
Stock (as defined) which are the subject of
this statement held for the account of MGI
and for the account of RIS.
Item 2(b): Address of Principal Business Office:
The principal business offices of MCM and Mr.
Bacon are located at 1251 Avenue of the
Americas, New York, New York 10020.
The principal business offices of MGI are
located at c/o Citco Fund Services (Bahamas)
Ltd., The Bahamas Financial Centre, P.O. Box
CB-13136, Nassau, Bahamas.
Item 2(c): Citizenship:
Mr. Bacon: United States citizen
MCM: Connecticut corporation
MGI: Bahamas corporation
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<PAGE>
Item 2(d): Title of Class of Securities:
Common stock, par value $.01 per share (the
"Common Stock"), of the Company.
Item 2(e): CUSIP Number:
00758B109
Item 3: If this statement is filed pursuant to
ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person is filing as a:
(a)[ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c).
(c)[ ] Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C.
78c).
(d)[ ] Investment company registered under
section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e)[ ] An investment adviser in accordance
with ss. 240.13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or
endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control
person in accordance with ss.
240.13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in
Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from
the definition of an investment
company under section 3(c)(14) of the
Investment Company Act of 1940 (15
U.S.C. 80a-3).
(j)[ ] Group, in accordance with ss.
240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss.
240.13d-1(c), check this box [X].
Items 4(a)-(c): Ownership:
On the date of this Statement:
(i) Mr. Bacon is deemed to have beneficial
ownership for purposes of Section 13(d) of
the Securities Exchange Act of 1934
("Beneficial
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<PAGE>
Ownership") of 3,863,077 shares of Common
Stock by virtue of his control of MCM and
MCA. Such shares represent 9.7% of the issued
and outstanding shares of Common Stock. By
virtue of his control of MCM and MCA, Mr.
Bacon is deemed to share voting power and
dispositive power over the shares of Common
Stock held by MGI and RIS.
(ii) MCM is deemed to have Beneficial
Ownership of 3,167,703 shares of Common Stock
by virtue of its position as discretionary
investment manager of MGI. Such shares
represent 7.9% of the issued and outstanding
Common Stock. MCM is vested with the power to
direct disposition of the Common Stock held
by MGI and shares with MGI and Mr. Bacon
voting power over such Ordinary Shares.
(iii) MGI has Beneficial Ownership of
3,167,703 shares of Common Stock held by it.
Such shares represent 7.9% of the issued and
outstanding Common Stock. MGI currently does
not exercise dispositive power over such
shares but could obtain such power within 60
days if MGI exercised its right to terminate
its trading advisory agreement with MCM.
The percentages used herein are calculated
based upon the 40,009,889 shares of Common
Stock stated to be issued and outstanding as
of August 14, 1998, as described in the
Company's report on Form 10-Q, for the
quarter ended July 1, 1998.
Item 5: Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6: Ownership of More than Five Percent on Behalf
of Another Person:
Mr. Bacon, by virtue of his control of MCM
and MCA, is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds of the sale
of, shares of Common Stock, except that
shareholders of MGI and partners of RIS have
the right to participate in the receipt of
dividends from, or proceeds upon the sale of,
the shares of Common Stock held for their
respective accounts.
Item 7: Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not Applicable.
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<PAGE>
Item 8: Identification and Classification of
Members of the Group:
Exhibit A: Joint Filing Agreement among Mr.
Bacon, MCM and MGI.
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
By signing below each of the undersigned
certifies that, to the best of the
undersigned's knowledge and belief, the
securities referred to above were not
acquired and are not held for the purpose of
or with the effect of changing or influencing
the control of the issuer of the securities
and were not acquired and are not held in
connection with or as a participant in any
transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: November 3, 1998
LOUIS M. BACON
By: /s/ Stephen R. Nelson
----------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By: /s/ Stephen R. Nelson
----------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE GLOBAL INVESTMENTS, LTD.
By: /s/ Stephen R. Nelson
----------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
- ------------------------------------
* Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in
favor of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is
attached hereto as Exhibit B.
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A. Joint Filing Agreement dated November 3, 1998 by and among Louis
M. Bacon, Moore Capital Management, Inc. and Moore Global
Investments, Ltd.
....................................................11
B. Power of Attorney dated November 28, 1997 granted by Louis M.
Bacon in favor M. Elaine Crocker, Kevin F. Shannon and Stephen R.
Nelson
................................................... 12
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Exhibit A
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G dated November 3, 1998 with respect to the Common Stock of Advantica
Restaurant Group, Inc., is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of which
shall for all purposes be deemed to be an original and all of which shall
constitute one and the same instrument.
Dated: November 3, 1998
LOUIS M. BACON
By: /s/ Stephen R. Nelson
----------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By: /s/ Stephen R. Nelson
----------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE GLOBAL INVESTMENTS, LTD.
By: /s/ Stephen R. Nelson
----------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
- ------------------------------------
* Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in
favor of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is
attached hereto as Exhibit B.
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Exhibit B
---------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make constitute
and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson,
acting individually, as my agent and attorney-in-fact for the purpose of
executing in my name (a) in my personal capacity or (b) in my capacity as
Chairman and Chief Executive Officer of each of Moore Capital Management, Inc.
and Moore Capital Advisors, LLC and their respective affiliates all documents,
certificates, instruments, statements, filing and agreements ("documents") to be
filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial
statements of, or states of changes in, beneficial ownership of securities on
Form 3, From 4 or Form 5 and (2) any information statements on Form 13F required
to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 28th day of
November, 1997.
/s/ Louis M. Bacon
------------------
Louis M. Bacon
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