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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
Advantica Restaurant Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
00758B109
(CUSIP Number)
December 31, 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)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
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).
Page 1 of 10 Pages
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CUSIP No. 00758B109
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GBU Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH -0-
6. SHARED VOTING POWER
864,682
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
864,682
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864,682
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
12. TYPE OF REPORTING PERSON *
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 10 Pages
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CUSIP No. 00758B109
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GEM 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
New York
5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH -0-
REPORTING PERSON
WITH
6. SHARED VOTING POWER
1,653,457
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,653,457
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,457
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12. TYPE OF REPORTING PERSON *
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 10 Pages
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CUSIP No. 00758B109
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gerald B. Unterman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
-0-
6. SHARED VOTING POWER
2,518,139
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
2,518,139
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,518,139
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
12. TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 10 Pages
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Item 1(a). Name of Issuer
Advantica Restaurant Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices
203 East Main Street
Spartanburg, SC 29319
Item 2(a). Name of Person(s) Filing
GBU Inc.
GEM Capital Management, Inc.
Gerald B. Unterman
Item 2(b). Address of Principal Business Office
70 East 55th Street - 12th Floor New York, NY 10022
Item 2(c). Citizenship
The information contained in Item 4 on the cover pages is
incorporated hereby by reference
Item 2(d). Title of Class of Securities
Common Stock, $.01 par value
Item 2(e). CUSIP Number
00758B109
Item 3. This Statement is filed pursuant to
Rule 13d-1(d)
Item 4. Ownership as of December 31, 1998
The information contained in Items 5-11 on the cover pages is
incorporated hereby by reference
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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
Not Applicable
Item 7. Identification and Classification of Certain Subsidiaries
Not Applicable
Item 8. Identification and Classification of Members of a Group
See Exhibit A annexed hereto
Item 9. Notice of Dissolution of a Group
Not Applicable
Item 10. Certification
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and accurate.
SIGNATURE:
Date: February 10, 1999
GBU INC.
By:/s/Gerald B. Unterman
Gerald B. Unterman
President
Page 6 of 10 Pages
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GEM CAPITAL MANAGEMENT, INC.
By:/s/Gerald B. Unterman
Gerald B. Unterman
President
/s/Gerald B. Unterman
GERALD B. UNTERMAN
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EXHIBIT A
Mr. Unterman is the President, a director and controlling shareholder
of GBU Inc. ("GBU"), an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 (the "Advisers Act"). GBU is the sole general
partner of Oak Tree Partners, L.P. ("Oak Tree") and GEM Convertible Securities
Partners, L.P. ("GEM Convertible").
As of December 31, 1998, Oak Tree owned an aggregate of (a) 248,119
shares of the Common Stock of Advantica Restaurant Group, Inc. (the "Company"),
and (b) 570,110 warrants to purchase the Common Stock of the Company (the
"Warrants"). As of December 31, 1998, GEM Convertible owned (a) 14,416 shares of
the Common Stock of the Company and (b) 32,037 Warrants. Each Warrant may be
exercised for one share of the Common Stock.
Pursuant to Regulation 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Regulation"), GBU is deemed to be the
beneficial owner of an additional 570,110 shares of Common Stock which Oak Tree
has the right to acquire upon exercise of the Warrants, and GBU is also deemed
to be the beneficial owner of 32,037 shares of Common Stock which GEM
Convertible has the right to acquire upon exercise of the Warrants. GBU is
deemed to be the beneficial owner of 864,682 shares or 2.1% of the Company's
Common Stock, as calculated in accordance with the Regulation.
Mr. Unterman is also the President, director and sole shareholder of
GEM Capital Management, Inc. ("GEM Capital"), an investment adviser registered
under the Advisers Act. GEM Capital is an investment adviser for various managed
accounts over which it has investment discretion. Pursuant to the Regulation,
GEM Capital is deemed to be the beneficial owner of the shares of Common Stock
and Warrants owned by the accounts for which GEM Capital acts as investment
adviser. Accordingly, GEM Capital is deemed to be the beneficial owner of (a)
973,373 shares of Common Stock and (b) 680,084 Warrants.
Pursuant to the Regulation, GEM Capital is deemed to be the beneficial
owner of an additional 680,804 shares of Common Stock which it has the right to
acquire upon exercise of the Warrants. GEM Capital is deemed to be the
beneficial owner of 1,653,457 shares or 4.0% of the Common Stock, as calculated
in accordance with the Regulation.
By virtue of his control of GBU and GEM Capital, Mr. Unterman is deemed
to be the beneficial owner of 2,518,137 Shares of Common Stock or 6.1% of the
shares of the Company, as calculated in accordance with the Regulation, and he
is deemed to share voting and dispositive power over the shares of Common Stock
and Warrants over which GBU and GEM Capital have investment discretion.
GBU and GEM Capital are of the view that they are not acting as a
"group" for purposes
Page 8 of 10 Pages
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of Section 13(d) under the Securities Exchange Act of 1934 and they are not
otherwise required to attribute to each other the beneficial ownership of
securities deemed to be beneficially owned by the other corporation under the
Securities Exchange Act.
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EXHIBIT B
The undersigned hereby agree that for the purposes of complying with
Regulation 13D promulgated under the Securities Exchange Act of 1934, as
amended, relating to the reporting of beneficial ownership, from time to time,
of the Common Stock of Advantica Restaurant Group, Inc., by each of the
undersigned, only one statement on Schedule 13G (or one Amendment, as the case
may be, in the event an amendment to the Schedule 13G is required to be filed),
will be filed on behalf of each of the undersigned.
Dated: February 10, 1999
GBU INC.
By:/s/Gerald B. Unterman
Gerald B. Unterman
President
GEM CAPITAL MANAGEMENT, INC.
By:/s/Gerald B. Unterman
Gerald B. Unterman
President
/s/Gerald B. Unterman
GERALD B. UNTERMAN
Page 10 of 10 Pages
