SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) Of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 1998
ADVANTICA RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-18051 13-3487402
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
203 East Main Street, Spartanburg, SC 29319-9966
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 597-8000
Former name or former address, if changed
since last report:
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ITEM 5. Other Events
On December 14, 1998, the registrant announced, in the press
release (the "Press Release") attached hereto as Exhibit 1, that its Board of
Directors had approved the adoption of a Stockholder Rights Plan as described in
the Press Release.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
Listed below are all Exhibits filed as a part of this current
report.
EXHIBIT NUMBER DESCRIPTION
1 Press Release of Advantica Restaurant Group, Inc. dated
December 14, 1998 announcing the adoption of a Stockholder
Rights Plan.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Advantica Restaurant Group, Inc.
By: /s/ Rhonda J. Parish
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Rhonda J. Parish
Executive Vice President, General
Counsel and Secretary
Date: December 16, 1998
Investor Contact: Larry Gosnell
864-597-8658
Media Contact: Karen Randall
864-597-8440
FOR IMMEDIATE RELEASE
-ADVANTICA ADOPTS STOCKHOLDER RIGHTS PLAN-
SPARTANBURG, S.C., Dec. 14, 1998 -- Advantica Restaurant Group, Inc.
(Nasdaq:DINE) today announced that its Board of Directors has approved the
adoption of a Stockholder Rights Plan and declared a dividend of one Right to
purchase a fraction of a share of a newly-created class of preferred stock for
each share of common stock held by stockholders of record as of December 30,
1998.
James B. Adamson, Chairman and Chief Executive Officer of Advantica,
said, "The Plan is designed to provide protection for Advantica stockholders
against coercive or unfair takeover tactics and is consistent with Advantica's
goal of building long-term value for its stockholders. The Plan is also designed
to prevent an acquirer from gaining control of the Company without offering a
fair price to all stockholders. Similar stockholder rights plans have been
adopted by more than 3,000 public companies in the U.S., including the majority
of companies in the S&P 500. The Plan was not adopted in response to any
specific proposal or inquiry to acquire control of the Company, and the
Company's directors are not aware of any such contemplated takeover activity."
The Rights, which expire on December 30, 2008, may be exercised only if
a person or group acquires 15 percent or more of Advantica common stock or
announces a tender offer, the consummation of which would result in the
acquisition of 15 percent of more of Advantica common stock. The Plan provides
that the current ownership of Advantica common stock by Loomis Sayles & Company,
L.P. and certain related entities, which exceeds 15 percent, will not cause the
Rights to become exercisable so long as Loomis Sayles does not increase
ownership in excess of one percent without the consent of the Board.
The Rights will be attached to and trade with Advantica common stock,
unless and until they are separated upon the occurrence of certain future
events. Once separated, each Right will entitle the holder to purchase one
one-thousandth of a share of newly created preferred stock of Advantica at an
exercise price of $42.50. In the event that any person or group acquires 15
percent or more of Advantica's outstanding common stock, each Right will entitle
the holder (other than the acquirer) to receive, upon payment of the exercise
price, that number of shares of Advantica common stock at a 50% discount from
the then market value. In the event that Advantica is acquired in a merger or
other business combination transaction after any person or group has acquired 15
percent or more of Advantica's outstanding common stock, each Right will
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entitle the holder (other than the acquirer) to receive, upon payment of the
exercise price, common shares of the acquiring company at a 50% discount from
the then market value. The Rights distribution is not taxable to Advantica
stockholders.
The Board has the right to redeem outstanding Rights at any time before
a person or group has acquired 15 percent or more of the Advantica common stock
or the final expiration of the Rights, at a price of $.01 per Right. The terms
of the Plan may be amended by the Board in certain circumstances. A complete
description of the Plan will be filed with the Securities and Exchange
Commission, and further details regarding the Plan will be provided to
stockholders in a forthcoming letter.
Advantica Restaurant Group, Inc. is one of the largest restaurant
companies in the United States, operating approximately 2,600 moderately-priced
restaurants in the mid-scale and quick-service dining segments. Advantica owns
and operates the Denny's, Carrows, Coco's and El Pollo Loco restaurant brands.
Advantica news releases, links to SEC filings and other financial information
are also available, at no charge, through Business Wire's Corporate News on the
Net web site at: http://www.businesswire.com/cnn/dine.htm.
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