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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B) (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(Amendment 1)*
ADVANTICA RESTAURANT GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
007588109000
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(CUSIP Number)
DECEMBER 31, 1999
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(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
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. 007588109000 13G Page 2 of 4 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lloyd I Miller, III ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
NUMBER OF 1,800,567
SHARES -------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,723,631
EACH -------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 1,800,567
WITH -------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,723,631
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,524,604
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
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12. TYPE OF REPORTING PERSON*
IN-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** SEE ITEM 4.
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Page 3 of 4
<TABLE>
<S> <C> <C>
Item 1(a). Name of Issuer: Advantica Restaurant Group, Inc.
Item 1(b). Address of Issuers's Principal Executive Offices: 203 East Main Street
Spartanburg, SC 29319-9966
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence: 4550 Gordon Drive
Naples, Florida 34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 007588109000
</TABLE>
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable, this
statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: Miller shares dispositive and voting power on 1,723,631
shares of the reported securities (i) as an advisor to the trustee
of certain family trusts, (ii) with respect to shares owned by his
wife, and (iii) with respect to shares held by accounts set up
under the Florida Uniform Gift to Minors Act for which Miller's
wife is the custodian. Miller has sole dispositive and voting
power on 1,800,567 of the reported securities (i) as an
individual, (ii) as the trustee to certain trusts, (iii) as the
manager of a limited liability company that is the general partner
of certain partnerships, and (iv) with respect to accounts set up
under the Florida Uniform Gift to Minors Act for which Miller is
the custodian.
(a) 3,524,604 (includes 810,669 warrants)
(b) 8.6%
(c) (i) sole voting power: 1,800,567
(ii) shared voting power: 1,723,631
(iii) sole dispositive power: 1,800,567
(iv) shared dispositive power: 1,723,631
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable
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Page 4 of 4
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than Lloyd I. Miller III have the right to receive
dividends from, or the proceeds from the sale of, the reported
securities. None of these persons has the right to direct such
dividends or proceeds.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not
Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my 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 purposes or effect.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: 2/12/00
/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
