-----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, Ky+0q0d0kfaSvVm/SMrfrEhYOyehlsPMy6pjSsElRi6UmFjMWANjebhstUvbDRIJ mAbgi3RCGXsSzbOJAWQdnw== 0001005477-01-003376.txt : 20010517 0001005477-01-003376.hdr.sgml : 20010517 ACCESSION NUMBER: 0001005477-01-003376 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010516 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 SEC ACT: SEC FILE NUMBER: 005-40568 FILM NUMBER: 1641195 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: HALPERIN MAURICE A CENTRAL INDEX KEY: 0001017933 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 441 SOUTH FEDERAL HIGHWAY CITY: DEERFIELD STATE: FL ZIP: 33441 BUSINESS PHONE: 4079890382 MAIL ADDRESS: STREET 1: 441 SOUTH FEDERAL HIGHWAY CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Advantica Restaurant Group, Inc. -------------------------------- (Name of Issuer) Common Stock ---------------------------------------- (Title of Class of Securities) 00758B109 -------------- (CUSIP Number) James B. Adamson Chief Executive Officer Advantica Restaurant Group, Inc. 203 East Maine Street Spartanberg, SC 29319 --------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 1, 2001 ---------------------------- (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 schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 SCHEDULE 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,518,902 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,518,902 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,518,902 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.23% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The class of equity securities to which this Schedule 13D relates is the shares of common stock $.01 par value of Advantica Restaurant Group, Inc. (the "Company"). The principal executive office of the Company is located at 203 East Maine Street, Spartanberg, SC 29319. Item 2. Identity and Background. This statement is being filed by Maurice A. Halperin. My business address is 17890 Deauville Lane, Boca Raton, FL 33496. I am a private investor. During the last five years, I have not been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) and I have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in my being 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. I am a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The source of the funds for the purchase of the common stock was my personal funds. I paid a total of $6,543,245 for 2,205,379 shares. I also own 313,523 warrants which are currently exercisable at a price of $14.60 per share to purchase 313,523 shares of common stock. I received the warrants as a result of a bankruptcy reorganization of the Company in January 1998. I surrendered subordinated debentures in consideration for the warrants. Item 4. Purpose of Transaction. The purpose for the acquisition of the common stock is investment. Item 5. Interest in Securities of the Issuer. The event that requires filing of this Schedule 13D is my beneficial ownership of over 5% of the Company's outstanding common stock. This occurred on May 1, 2001. As of May 9, 2001, I beneficially owned approximately 6.23% of the outstanding common stock, consisting of 2,205,379 shares of common stock and 313,523 warrants to purchase an equal number of shares of common stock. I have the sole power to vote and dispose of the shares of common stock and warrants. There is no shared power to vote or dispose of the common stock or warrants I own. In the past sixty days, I purchased 827,000 shares in open market transactions on the OTC Electronic Bulletin Board operated by the National Association of Securities Dealers, Inc. Eleven of the transactions were executed on my behalf by Prudential Securities, Incorporated and 26 by UBS PaineWebber, Inc., securities broker-dealers. The table below lists the transaction date for each of the purchases, number of shares purchased, price per share and total purchase price for the securities purchased at Prudential Securities: 3 Transaction Number of Shares Date Purchased Price Per Share Total Purchase Price - ----------- ---------------- --------------- -------------------- 04/26/01 2,500 0.990 $ 2,475 04/27/01 25,000 1.010 25,250 04/30/01 1,500 1.040 1,560 04/30/01 9,000 1.050 9,450 04/30/01 9,000 1.060 9,540 04/30/01 27,500 1.060 29,150 04/30/01 22,500 1.080 24,300 04/30/01 500 1.070 535 04/30/01 5,000 1.080 5,400 04/30/01 2,500 1.090 2,725 04/30/01 42,000 1.100 46,200 The table below lists the transaction date for each of the purchases, number of shares purchased, price per share and total purchase price for the securities purchased at UBS PaineWebber: Transaction Number of Shares Date Purchased Price Per Share Total Purchase Price - ----------- ---------------- --------------- -------------------- 05/01/01 25,000 1.30 $ 32,500 05/01/01 100,000 1.30 130,000 05/01/01 7,000 1.24 8,680 05/01/01 500 1.24 620 05/01/01 10,000 1.24 12,400 05/01/01 7,500 1.24 9,300 05/01/01 24,500 1.25 30,625 05/01/01 500 1.24 620 05/01/01 99,500 1.25 124,375 05/01/01 500 1.24 620 05/02/01 47,500 1.21 57,475 05/02/01 500 1.20 600 05/02/01 1,000 1.21 1,210 05/02/01 1,000 1.19 1,190 05/02/01 2,500 1.20 3,000 05/02/01 500 1.20 600 05/02/01 5,000 1.20 6,000 05/02/01 5,000 1.20 6,000 05/02/01 2,500 1.20 3,000 05/04/01 22,000 1.20 26,400 05/04/01 500 1.21 605 05/04/01 500 1.21 605 05/04/01 20,000 1.20 24,000 05/04/01 7,000 1.20 8,400 05/04/01 74,500 1.20 89,400 05/04/01 215,000 1.25 268,750 4 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. None. 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 accurate. DATE : May 15, 2001 /s/ Maurice A. Halperin - ---------------------------------- Signature Maurice A. Halperin - ---------------------------------- Name and Title 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 this 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). 5 -----END PRIVACY-ENHANCED MESSAGE-----