-----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, ADaGx2rDCtGpaDHcCd3kaFa4iCTKAL77SQSO5a4iX6PYGHO8n7B0ilG4DFUNJWr6 hHfKbRMZ7tZu70E80qIJdg== 0000950123-99-000961.txt : 19990212 0000950123-99-000961.hdr.sgml : 19990212 ACCESSION NUMBER: 0000950123-99-000961 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990211 GROUP MEMBERS: GBU INC /ADV GROUP MEMBERS: GEM CAPITAL MANAGEMENT INC GROUP MEMBERS: GERALD B UNTERMAN 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 13G SEC ACT: SEC FILE NUMBER: 005-40568 FILM NUMBER: 99529778 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: GBU INC /ADV CENTRAL INDEX KEY: 0000853658 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133548863 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 70 E 55TH ST 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127530700 FORMER COMPANY: FORMER CONFORMED NAME: GBU INC /ADV DATE OF NAME CHANGE: 19980331 SC 13G 1 SCHEDULE 13G 1 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 2 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 3 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 4 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 5 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 Page 5 of 10 Pages 6 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 7 GEM CAPITAL MANAGEMENT, INC. By:/s/Gerald B. Unterman Gerald B. Unterman President /s/Gerald B. Unterman GERALD B. UNTERMAN Page 7 of 10 Pages EX-99.A 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS 1 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 2 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. Page 9 of 10 Pages EX-99.B 3 JOINT FILING AGREEMENT 1 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 -----END PRIVACY-ENHANCED MESSAGE-----