-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SLrc8W9lnU8M3Ggs8d/XxR3tZcdS4ABb6i9pHsQfndqSCsQul/ZAk+581Ncl0WTA ieCzXJonh9yoEDWIfcE6VA== 0000927016-99-003963.txt : 19991217 0000927016-99-003963.hdr.sgml : 19991217 ACCESSION NUMBER: 0000927016-99-003963 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTICA RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000852772 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133487402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40568 FILM NUMBER: 99775835 BUSINESS ADDRESS: STREET 1: 203 E MAIN ST CITY: SPARTANBURG STATE: SC ZIP: 29319 BUSINESS PHONE: 8645978000 MAIL ADDRESS: STREET 1: 203 EAST MAINE STREET CITY: SPARTANBURG STATE: SC ZIP: 29319 FORMER COMPANY: FORMER CONFORMED NAME: FLAGSTAR COMPANIES INC DATE OF NAME CHANGE: 19930722 FORMER COMPANY: FORMER CONFORMED NAME: TW HOLDINGS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOOMIS SAYLES & CO LP /MA/ /ADV CENTRAL INDEX KEY: 0000109880 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043200030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174822450 FORMER COMPANY: FORMER CONFORMED NAME: LOOMIS SAYLES & CO LP /MA/ /ADV DATE OF NAME CHANGE: 19940621 SC 13D/A 1 FORM 13D/A - -------------------------------------------------------------------------------- SEC Potential persons who are to respond to the collection of information 1746 (2- contained in this form are not required to respond unless the form 98) displays a currently valid OMB control number. - -------------------------------------------------------------------------------- ------------------------------- UNITED STATES OMB APPROVAL ------------------------------- SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 ------------------------------- Expires: November 30, 1999 ------------------------------- SCHEDULE 13D Estimated average burden hours per response. . . 14.9 Under the Securities Exchange Act of 1934 ------------------------------- (Amendment No. 1)* Advantica Restaurant Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Advantica Restaurant Group Inc. Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 00758B109 - -------------------------------------------------------------------------------- (CUSIP Number) Loomis, Sayles & Company, L.P. One Financial Center Boston, Massachusetts 02111 (800) 343-2029 Attn: Sandra P. Tichenor, Esq. Executive Vice President and General Counsel - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 1999 - -------------------------------------------------------------------------------- (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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S).240.13d-7 for other parties to whom copies are to be sent. * 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). CUSIP No. 00758B109 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Loomis, Sayles & Company, L.P. Employer ID No. 04-3200030 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of 7. Sole Voting Power 7,603,588 Shares Beneficially 8. Shared Voting Power 764,762 Owned by Each 9. Sole Dispositive Power 8,678,527 Reporting Person With 10. Shared Dispositive Power NONE 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,678,527 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 21.68% 14. Type of Reporting Person (See Instructions) IA CUSIP No. 00758B109 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Loomis, Sayles & Company, Inc. Employer ID No. 04-3200391 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Massachusetts 7. Sole Voting Power 7,603,588 Number of Shares Beneficially 8. Shared Voting Power 764,762 Owned by Each Reporting 9. Sole Dispositive Power 8,678,527 Person With 10. Shared Dispositive Power NONE 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,678,527 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 21.68% 14. Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer Shares of Common Stock, par value $.01 ("Common Stock") of Advantica Restaurant Group, Inc. ("the Issuer"). Advantica Restaurant Group, Inc., 203 Main Street, Spartanburg SC 29319 Item 2. Identity and Background (a) This Schedule 13D amendment is being filed by Loomis, Sayles & Company, L.P. ("Loomis"), a Delaware limited partnership, and its general partner, Loomis, Sayles & Company, Inc. ("LS Inc.," and, together with Loomis, the "Loomis Entities"), a Massachusetts corporation. (b) One Financial Center Boston, Massachusetts 02111 (c) Loomis is an investment adviser. LS Inc. is a Massachusetts corporation. (d) None. (e) None. (f) Not Applicable. Item 3. Source and Amount of Funds or Other Consideration Loomis is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and, as such, acts as investment adviser to certain managed accounts (the "Specified Accounts"), which hold shares of Common Stock of the Issuer ("the Account Shares"). The Specified Accounts received the Account Shares in a merger share exchange. Loomis had previously invested client funds of the Separate Accounts in securities of the predecessor corporation. Item 4. Purpose of Transaction State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in: (a) The Account Shares were acquired in the ordinary course of the investment program of the Specified Accounts. The Account Shares were acquired for investment and not with the purpose of changing or influencing control of the Issuer, and Loomis disclaims any present intent to change or influence control of the management of the Issuer. The Loomis Entities have no present plan or proposal to acquire any additional shares of Common Stock, on behalf of the Specified Accounts or otherwise. However, the Loomis Entities may in the future, in the ordinary course of business, purchase or acquire additional shares of the Common Stock (or warrants or other securities exercisable to convertible into Common Stock), or sell, transfer or otherwise dispose of any of current Common Stock held in the Specified Accounts or any shares of the Common Stock (or warrants or other securities exercisable or convertible into Common Stock) subsequently acquired by the Loomis Entities, on behalf of the Specified Accounts or otherwise. (b) Not Applicable. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. (f) Not Applicable. (g) Not Applicable. (h) Not Applicable. (i) Not Applicable. (j) Not Applicable. Item 5. Interest in Securities of the Issuer (a) 8,678,527 shares Advantica Restaurant Group, Inc. common stock, par value $.01 per share 21.68% (b) Sole Voting Power: 7,603,588 Shared Voting Power: 764,762 Sole Dispositive Power: 8,678,527 Shared Dispositive Power: NONE (c) Loomis, Sayles & Co., L.P., 6/29/99, securities distributed to clients, 492,596 shares Loomis, Sayles & Co., L.P., 11/16/99, 11,000 shares, $1.8125, OTC Loomis, Sayles & Co., L.P., 11/17/99, 19,500 shares, $1.84375, OTC Loomis, Sayles & Co., L.P., 11/18/99, 5,000 shares, $1.84375, OTC Loomis, Sayles & Co., L.P., 11/19/99, 10,000 shares, $1.75, OTC Loomis, Sayles & Co., L.P., 11/22/99, 10,000 shares, $1.7031, OTC Loomis, Sayles & Co., L.P., 11/29/99, 5,000 shares, $1.625, OTC Loomis, Sayles & Co., L.P., 11/30/99, 15,000 shares, $1.666, OTC Loomis, Sayles & Co., L.P., 12/1/99, 5,000 shares, $1.75, OTC Loomis, Sayles & Co., L.P., 12/7/99, 10,000 shares, $1.6875, OTC (d) Each of the Specified Accounts has the sole right to receive and to direct the receipt of dividends in respect of, and to receive proceeds from the sale of, the shares owned by such Specified Accounts. Loomis does not hold Common Stock for the benefit of any one Specified Account in any amount which is equal to or greater than 5% of the total number of shares of the Common Stock outstanding based upon the most recent annual report filed as of September 30, 1999. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Loomis manages the Managed Accounts under contracts that provide the client with the right to terminate its investment advisory relationship with Loomis upon written notice. The right to terminate may take effect immediately or upon receipt of the notice or at a future date as specified in the notice to Loomis, depending upon the terms of the particular advisory agreement. The owner of a Managed Account has the right to receive all dividends, profits, distributions and economic benefits in respect of the Common Stock which will be held in such Managed Accounts. As described in Loomis' previous Schedule 13D filing made to report the acquisition of beneficial ownership of the Account Shares, pursuant to a Registration Rights Agreement (the "Registration Rights Agreement"), to be dated as of the Effective Date, between the Issuer and Loomis, the Issuer will agree to file and cause to become effective a shelf registration statement covering resales by Loomis from time to time, and to cause such shelf registration statement to remain effective until the third anniversary of the Effective Date (or the fifth anniversary of the Effective Date if the Issuer becomes entitled to use to registration statement on Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder (the "Securities Act")). In addition, Loomis will have the right to make three written request to the Issuers for registration under the Securities Act of all or a part of the Account Shares, and will have the right to make unlimited requests for registrations so long as such registrations may be effected on Form S-3 registration statements. In addition, Loomis will have customary "piggyback" registration rights to include the Account Shares, subject to certain limitations, in any other registration statement filed by the Issuer under the Securities Act. The Issuer will agree to pay all expenses in connection with the performance of the obligations to effect the shelf, demand and piggyback registration under the Securities Act of the Account Shares, other than: (i) underwriting fees, discounts, commissions or other similar selling expenses attributable to the sale of the Account Shares; and (ii) any expenses (other than internal expenses of its own officers and employees) in connection with any additional requested registration on Form S-3 after the three permitted requested registrations. The Issuer will agree to indemnify and hold harmless, to the fullest extent permitted by law, Loomis and certain of its affiliates against certain securities law liabilities (including, under certain circumstances, liabilities unrelated to its participation in any registered offering or sale of the Account Shares) and, in lieu thereof, to contribute to payments required to be made by Loomis or any such affiliate. The Issuer's obligations to effect and maintain the effectiveness of any registration required by the Registration Rights Agreement will terminate upon the earliest of: (a) the sale of all Account Shares; (b) notice from Loomis that it no longer needs the benefits of the Registration Rights Agreement; and (c) when Loomis no longer holds for the benefit of the Specified Accounts, 10% or more of the Commons Stock and the Issuer and Loomis have received an opinion of recognized securities counsel to the effect that the Account Shares may be freely resold by Loomis without resort to the provisions of Rule 144 under the Securities Act. The information herein regarding the provisions of the agreement pursuant to which Loomis provides investment advisory services to its clients, and the Registration Rights Agreements is a summary only, and does not purport to be complete. The Registration Rights Agreement should be reviewed for a complete recitation of its terms and provisions. Item 7. Material to Be Filed as Exhibits Not Applicable. Signature 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. December 15, 1999 _______________________________________________ Date /s/ Jeffrey L. Meade _______________________________________________ Signature Jeffrey L. Meade Executive Vice President and Chief Operating Officer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----