-----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, C+VLPPY2lGStHs98EJnjRdWy4sgUe7xpgsHBBZP00No6dc2qWa07StfgUdCs882V tEdQkt4aoZizrIKkKmewYA== 0000950149-98-000316.txt : 19980219 0000950149-98-000316.hdr.sgml : 19980219 ACCESSION NUMBER: 0000950149-98-000316 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980218 SROS: NASD GROUP MEMBERS: C D ASSOCIATES, L.P. GROUP MEMBERS: C D GP, LLC GROUP MEMBERS: KKR ASSOCIATES, L.P. GROUP MEMBERS: KKR PARTNERS II LP GROUP MEMBERS: KKR PARTNERS II, L.P. GROUP MEMBERS: TW ASSOCIATES, L.P. 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: 98544462 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: KKR PARTNERS II LP CENTRAL INDEX KEY: 0000918992 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO LP STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 MAIL ADDRESS: STREET 1: KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ------------ SCHEDULE 13D (Amendment No. 3--Final Amendment) Under the Securities Exchange Act of 1934 ADVANTICA RESTAURANT GROUP, INC. (Formerly known as FLAGSTAR COMPANIES INC.) (Name of issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of class of securities) 873098 10 7 (CUSIP number) Paul Raether with a copy to: CD Associates, L.P., CD GP, LLC Randall C. Bassett, Esq. KKR Associates, L.P. Latham & Watkins KKR Partners II, L.P. 633 West Fifth Street, Suite 4000 TW Associates, L.P. Los Angeles, California 90071-2007 c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, New York 10019 (212) 750-8300 (213) 485-1234 ------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications) January 7, 1998 ------------------------------------------------------ (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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Page 1 of 8 Pages 2 SCHEDULE 13D CUSIP No. 873098 10 7 1. Name of Reporting Person TW ASSOCIATES, L.P. 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power Number of -0- Shares Beneficially 8. Shared Voting Power Owned By -0- Each Reporting 9. Sole Dispositive Power Person -0- With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person PN 2 3 SCHEDULE 13D CUSIP No. 873098 10 7 1. Name of Reporting Person KKR PARTNERS II, L.P. 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power Number of -0- Shares Beneficially 8. Shared Voting Power Owned By -0- Each Reporting 9. Sole Dispositive Power Person -0- With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person PN 3 4 SCHEDULE 13D CUSIP No. 873098 10 7 1. Name of Reporting Person KKR ASSOCIATES, L.P. 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization New York 7. Sole Voting Power Number of -0- Shares Beneficially 8. Shared Voting Power Owned By -0- Each Reporting 9. Sole Dispositive Power Person -0- With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person PN 4 5 SCHEDULE 13D CUSIP No. 873098 10 7 1. Name of Reporting Person C D ASSOCIATES, L.P. 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power Number of -0- Shares Beneficially 8. Shared Voting Power Owned By -0- Each Reporting 9. Sole Dispositive Power Person -0- With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person PN 5 6 SCHEDULE 13D CUSIP No. 873098 10 7 1. Name of Reporting Person C D GP, LLC 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power Number of -0- Shares Beneficially 8. Shared Voting Power Owned By -0- Each Reporting 9. Sole Dispositive Power Person -0- With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person OO 6 7 This Amendment No. 3 to Schedule 13D amends the Schedule 13D dated November 16, 1992, and all amendments, filed by TW Associates, L.P., KKR Partners II, L.P., KKR Associates, L.P., CD GP, LLC and CD Associates, L.P. (the "Reporting Persons"), relating to the Common Stock, par value $0.01 per share (the "Common Stock") of Advantica Restaurant Group, Inc. (formerly known as Flagstar Companies, Inc.), a Delaware corporation (the "Company"). ITEM 1. SECURITY AND ISSUER Item 1 is amended in pertinent part as follows: On January 7, 1998, pursuant to an Amended Joint Plan of Reorganization of the Company filed pursuant to Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of South Carolina (the "Plan"), the former shares of Common Stock of Flagstar Companies, Inc. were terminated, canceled and extinguished. As a result, the Reporting Persons do not own any shares of Common Stock of the Company. As a result of the Plan, the name of the Company was changed to Advantica Restaurant Group, Inc. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY Item 5 is amended in pertinent part as follows: As of January 7, 1998, the Reporting Persons ceased to be the beneficial owner of any shares of Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement dated as of March 10, 1997 (incorporated by reference from Amendment No. 2 to this Schedule 13D dated March 10, 1997). 7 8 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 17, 1998 TW ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its: General Partner By: /s/ James H. Greene, Jr. Name: James H. Greene, Jr. Its: General Partner KKR PARTNERS II, L.P. By: KKR ASSOCIATES, L.P. Its: General Partner By: /s/ James H. Greene, Jr. Name: James H. Greene, Jr. Its: General Partner KKR ASSOCIATES, L.P. By: /s/ James H. Greene, Jr. Name: James H. Greene, Jr. Its: General Partner C D ASSOCIATES, L.P. By: C D GP, LLC Its: General Partner By: /s/ James H. Greene, Jr. Name: James H. Greene, Jr. Its: Member C D GP, LLC By: /s/ James H. Greene, Jr. Name: James H. Greene, Jr. Its: Member 8 -----END PRIVACY-ENHANCED MESSAGE-----