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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ADVANTICA RESTAURANT GROUP INC.
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(Name of Issuer)
COMMON STOCK, $.01 PER SHARE
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(Title of Class of Securities)
00758B109
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102 (941) 262-8577
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 24, 2000
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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 that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [x].
(Continued on following pages)
Page 1 of 10 pages
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent
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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 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> 2
SCHEDULE 13D
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CUSIP NO. 00758B109 PAGE 2 OF 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 SOURCE OF FUNDS*
00**
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,335,567***
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,525,001***
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,335,567***
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10 SHARED DISPOSITIVE POWER
2,525,001***
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,860,568
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
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14 TYPE OF REPORTING PERSON
IN-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE RESPONSE TO ITEM 3, HEREIN.
***SEE RESPONSE TO ITEM 5(b), HEREIN.
<PAGE> 3
ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01 per share (the
"Shares") of Advantica Restaurant Group, Inc. (the "Company"). The Company has
its principal executive offices at 203 East Main Street, Spartanburg, SC 29319.
Item 2. Identity and Background
This statement is filed by Lloyd I. Miller, III ("Miller"). Miller's
principal business address is 4550 Gordon Drive, Naples, Florida 34102. Miller's
principal occupation is investing assets held by or on behalf of his family.
During the past five years, Miller has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not
been a party to civil proceedings of a judicial or administrative body of
competent jurisdiction as a result of which Miller was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Miller is a United States citizen.
Item 3. Source and Amount of Funds or Other Considerations
Miller is the advisor to Trust A-1, Trust A-2, Trust A-3, Trust A-4 and
Trust C (the "Trusts"). Trust A-1, Trust A-2, Trust A-3 and Trust A-4 were
created pursuant to a Declaratory Judgment, signed by the Honorable Wayne F.
Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on
October 27, 1992, pursuant to which Trust A was split into four separate trusts.
The Trusts were created pursuant to an Amended and Restated Trust Agreement,
dated September 20, 1983 (the "Trust Agreement"). Miller was named as advisor to
PNC Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati,
Ohio), the Trustee named in the Trust Agreement. Such appointment became
effective on April 22, 1990, the date of death of Lloyd I. Miller, the Grantor
of the Trusts. All of the Shares purchased by Miller as advisor to the Trusts
were purchased by funds generated and held by the Trusts. The purchase price for
the Shares was $35,831.20 for Trust A-1; $151,619.11 for Trust A-2; $156,711.73
for Trust A-3; $4,359,252.38 for the Shares and warrants in Trust A-4 and
$878,293.26 for Trust C.
Miller is the manager of Milfam LLC, an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC (the "Operating
Agreement"), dated as of December 10, 1996. Milfam LLC is the managing general
partner of (i) Milfam I, L.P., a Georgia limited partnership established
pursuant to the Partnership Agreement for Milfam I, L.P. (the "Partnership
Agreement"), dated December 11, 1996, and (ii) Milfam II, L.P. a Georgia limited
Partnership established, pursuant to the Partnership Agreement for Milfam II,
L.P. (the "Milfam II Partnership Agreement"), dated December 11, 1996. All of
the Shares Miller is deemed to beneficially own as the manager of the managing
general partner of Milfam I, L.P. were purchased with money contributed to
Milfam I, L.P. by its partners (as identified on the signature page of Exhibit
99.3, attached hereto), or money generated and held by Milfam I, L.P.. All of
the Shares Miller is deemed to beneficially own as the manager of the managing
general partner of Milfam II, L.P. were purchased with money contributed to
Milfam II, L.P. by its partners (as identified on the signature page of Exhibit
99.4, attached hereto), or money generated and held by Milfam II, L.P. The
purchase price for the Shares and warrants Miller is deemed to beneficially own
as the manager of the managing general partner of Milfam I, L.P. was
$1,237,450.26. The purchase price for the Shares and warrants Miller is deemed
to beneficially own as the manager of the managing general partner of Milfam II,
L.P. was $3,174,624.85.
<PAGE> 4
All of the Shares purchased by Miller on his own behalf, were purchase
with personal funds generated and held by Miller. The purchase price for the
Shares purchased by Miller, on his own behalf was $1,065,647.10.
Miller is the trustee for certain generation skipping trusts (each a
"GST") including Catherine Miller GST, Kimberly Miller GST and Lloyd I. Miller
GST (collectively, the "GST's"). All of the Shares Miller is deemed to
beneficially own as the trustee for the GST's were purchased with money
generated and held by the GST's. The purchase price for the Shares Miller is
deemed to beneficially own as trustee of Catherine Miller GST was $116,095.00;
the purchase price for the Shares Miller is deemed to beneficially own as
trustee of Kimberly Miller GST was $126,651.25 and the purchase price for the
Shares Miller is deemed to beneficially own as trustee of Lloyd I. Miller GST
was $95,776.50. Miller is the custodian to certain accounts created pursuant to
the Florida Uniform Gift to Minors Act ("UGMA") for Alexandra Miller ("Alexandra
UGMA") and for Lloyd I. Miller IV ("Lloyd IV UGMA" and together with Alexandra
UGMA, the "Miller UGMA's"). All of the Shares Miller is deemed to beneficially
own in the Miller UGMA's were purchased with money held by the Miller UGMA's.
The purchase price for the Shares which Miller is deemed to beneficially own as
the custodian to the Alexandra UGMA was $173,539.50. The purchase price for the
Shares which Miller is deemed to beneficially own as the custodian to the Lloyd
IV UGMA was $97,358.00. Dail Miller is Miller's wife. All of the Shares Miller
is deemed to beneficially own as Dail Miller's spouse were purchased with
personal funds held by Dail Miller. The purchase price for the Shares Miller is
deemed to beneficially own as Dail Miller's spouse was $35,504.00. Dail Miller
is the custodian for certain UGMA accounts for the benefit of Tyler Dulmage
("Tyler UGMA") and Wylie Dulmage ("Wylie UGMA" and together with Tyler UGMA, the
"Dail UGMA's"). All of the Shares Miller is deemed to beneficially own in the
Dail UGMA's were purchased with money held by the Dail UGMA's. The purchase
price for the Shares which Miller is deemed to beneficially own as the spouse of
the custodian to the Tyler UGMA was $10,907.00 and the purchase price for the
Shares Miller is deemed to beneficially own as the spouse to the custodian to
the Wylie UGMA was $10,907.00. Lloyd I. Miller LLC ("LLC") is a Limited
Liability Company of which Miller has sole control. All of the Shares Miller is
deemed to beneficially own in LLC were purchased with money which was generated
and held by LLC. The purchase price for the Shares held by LLC was $47,934.75.
Miller is Co-Trustee with Kimberly Miller of Lloyd/Kimberly ("KSMTR"). As
investment counsel therefore Miller may exercise sole rights to vote Shares and
sell personal property. The purchase price for the Shares held by KSMTR was
$46,791.50.
Item 4. Purpose of the Transaction
Miller considers his beneficial ownership reported herein of the
5,860,568 Shares, (which amount includes 756,233 Shares which he is deemed to
beneficially own as a holder of warrants) as an investment in the ordinary
course of business. From time to time, Miller may acquire additional Shares or
dispose of all of some of the Shares which he beneficially owns. Miller has
filed this report because he was elected to the Company's board of directors on
May 24, 2000. Other than becoming a board member, and engaging in activities as
a member of the board of directors, Miller does not have any plans or proposals
that relate to the matters described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Miller is deemed to beneficially own 5,860,568 (14.4% of the
outstanding Shares, based on 40,078,543 Shares outstanding pursuant to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 28, 2000). As
of the date hereof, 101,200 of such beneficially owned Shares are owned of
record by Trust A-1, 124,800 of such beneficially owned Shares are owned of
record by Trust A-2, 80,900 of such beneficially owned Shares are owned of
record by Trust A-3, 1,400,484 of such beneficially owned Shares (and 352,743
Shares which Miller may be deemed to beneficially own by his ownership of
immediately exercisable warrants) are owned of record by Trust A-4, 440,874 of
such beneficially owned Shares are owned of record by Trust C, 450,600 of such
beneficially
<PAGE> 5
owned Shares (and 14,205 Shares which Miller may be deemed to beneficially own
by his ownership of immediately exercisable warrants) are owned of record by
Milfam I, L.P., 994,436 of such beneficially owned Shares (and 383,293 Shares
which Miller may be deemed to beneficially own by his ownership of immediately
exercisable warrants) are owned of record by Milfam II, L.P., 1,343,241 of such
beneficially owned Shares (and 5,992 Shares which Miller may be deemed to
beneficially own by his ownership of immediately exercisable warrants) are owned
of record by Miller directly, 34,700 of such beneficially owned Shares are owned
of record by Alexandra UGMA, 23,000 of such beneficially owned Shares are owned
of record by Catherine Miller GST, 20,000 of such beneficially owned Shares are
owned of record by Dail Miller, 25,500 of such beneficially owned Shares are
owned of record by Kimberly Miller GST, 18,500 of such beneficially owned Shares
are owned of record by LLC, 19,500 of such beneficially owned Shares are owned
of record by Lloyd I. Miller GST, 15,100 of such beneficially owned Shares are
owned of record by Lloyd IV UGMA, 7,500 of such beneficially owned Shares are
owned of record by KSMTR, 2,000 of such beneficially owned Shares are owned of
record by Tyler UGMA and 2,000 of such beneficially owned Shares are owned of
record by Wylie UGMA.
(b) Miller has or may be deemed to have shared voting power and shared
dispositive power for all such shares held of record by the Trusts, Dail Miller,
Tyler UGMA and Wylie UGMA and sole voting power and sole dispositive power for
all such shares held of record by Milfam I, L.P., Milfam II, L.P., Alexandra
UGMA, Catherine Miller GST, Kimberly Miller GST, LLC, Lloyd I. Miller GST, Lloyd
IV UGMA, KSMTR and Miller directly (see Item 6).
(c) The following table details the purchase of shares by Miller,
effected by Miller during the past 60 days. The transactions were all private
transactions:
<TABLE>
<CAPTION>
TRUST A-4
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 190,000 $0.30
</TABLE>
<TABLE>
<CAPTION>
MILFAM I, L.P.
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 190,000 $0.30
</TABLE>
<TABLE>
<CAPTION>
MILFAM II, L.P.
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 190,000 $0.30
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
TRUST C
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 190,000 $0.30
</TABLE>
<TABLE>
<CAPTION>
TRUST A-1
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 100,000 $0.30
</TABLE>
<TABLE>
<CAPTION>
TRUST A-2
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 100,000 $0.30
</TABLE>
<TABLE>
<CAPTION>
TRUST A-3
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 30,000 $0.30
</TABLE>
<TABLE>
<CAPTION>
LLOYD MILLER
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 1,000,000 $0.30
</TABLE>
<TABLE>
<CAPTION>
DAIL
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DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
<S> <C> <C>
October 12, 2000 10,000 $0.30
</TABLE>
(d) Parties other than Miller have the right to receive and/or to direct
the receipt of dividends from, or proceeds from, the sale of such securities.
<PAGE> 7
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The Trust Agreement provides:
The Trustee shall not make any investments, reinvestments or changes in
investments of the assets of Trust A without first consulting with and
obtaining the advice of the advisor. The Trustee need not act in
accordance with the advice and counsel of the advisor, but if it does so,
the Trustee shall not be liable to any person for or as a result of any
action or failure to act if in accordance with such advice and counsel.
The Trustee need not obtain the advice and counsel of the advisor if the
Trustee requests such advice and counsel in writing and if the advisor
fails to reply to the Trustee within five days from the date of such
request by telephone, telegram, mail or in person.
The Operating Agreement provides:
While Lloyd I. Miller, III serves as manager, he shall have complete
control over all of the affairs of Milfam LLC and need not seek the
consent or approval of any Member with respect to any action.
The Milfam I Partnership Agreement provides:
The General Partner shall have the full and exclusive right to manage and
control the business and affairs of Milfam I, L.P. and to make all
decisions regarding the affairs of Milfam I, L.P. In the course of such
management, the General Partner may acquire, encumber, hold title to,
pledge, sell, release or otherwise dispose of Partnership Property and
interests therein when and upon such terms as it determines to be in the
best interest of the Milfam I, L.P. The General Partner shall have all of
the rights, powers and obligations of a partner of a partnership without
limited partners, except as otherwise provided under the Act.
The Milfam II Partnership Agreement provides:
The General Partner shall have the full and exclusive right to manage and
control the business and affairs of Milfam II, L.P. and to make all
decisions regarding the affairs of Milfam II, L.P. In the course of such
management, the General Partner may acquire, encumber, hold title to,
pledge, sell, release or otherwise dispose of Partnership Property and
interest therein when and upon such terms as it determines to be in the
best interest of the Milfam II, L.P. The General Partner shall have all
of the rights, powers and obligations of a partner of a partnership
without limited partners, except as otherwise provided under the Act.
<PAGE> 8
Item 7. Materials to be Filed as Exhibits:
Exhibit Document
99.1 Amended and Restated Trust Agreement, dated September 20, 1983,
between Lloyd I. Miller and PNC Bank, Ohio, N.A. (formerly The
Central Trust Company, N.A., Cincinnati, Ohio).
99.2 Operating Agreement of Milfam LLC, dated December 10, 1996.
99.3 Milfam I, L.P. Partnership Agreement, dated December 11, 1996.
99.4 Milfam II, L.P. Partnership Agreement, dated December 11, 1996.
<PAGE> 9
After reasonable inquiry and to the best knowledge and belief of the
undersigned, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 23, 2000
By: /s/ Lloyd I. Miller
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Lloyd I. Miller, III
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EXHIBIT INDEX
Exhibit Document
EX-99.1 Amended and Restated Trust Agreement
EX-99.2 Operating Agreement of Milfam LLC
EX-99.3 Milfam I, L.P. Partnership Agreement
EX-99.4 Milfam II, L.P. Partnership Agreement
