-----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, N2S+TnsCFjn799TCvcp/UrVioczKVvZf02VimW7/xzW2TaoGyaHkUkYo8rXFX1iM m2a8ea7wJ0ae/GR19I9JOQ== 0000921895-10-000827.txt : 20100519 0000921895-10-000827.hdr.sgml : 20100519 20100519092411 ACCESSION NUMBER: 0000921895-10-000827 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100519 DATE AS OF CHANGE: 20100519 EFFECTIVENESS DATE: 20100519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DENNYS CORP CENTRAL INDEX KEY: 0000852772 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133487402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18051 FILM NUMBER: 10844196 BUSINESS ADDRESS: STREET 1: 203 E MAIN ST CITY: SPARTANBURG STATE: SC ZIP: 29319 BUSINESS PHONE: 8645978000 MAIL ADDRESS: STREET 1: 203 EAST MAIN STREET CITY: SPARTANBURG STATE: SC ZIP: 29319 FORMER COMPANY: FORMER CONFORMED NAME: ADVANTICA RESTAURANT GROUP INC DATE OF NAME CHANGE: 19980107 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: Oak Street Capital Management, LLC CENTRAL INDEX KEY: 0001479544 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 111 S. WACKER DRIVE STREET 2: 33RD FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-224-4801 MAIL ADDRESS: STREET 1: 111 S. WACKER DRIVE STREET 2: 33RD FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 DFAN14A 1 dfan14a2807878002_05192010.htm dfan14a2807878002_05192010.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant   o

Filed by a Party other than the Registrant  x

Check the appropriate box:

o           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

o           Definitive Proxy Statement

x          Definitive Additional Materials

o           Soliciting Material Under Rule 14a-12

DENNY’S CORPORATION
(Name of Registrant as Specified in Its Charter)
 
OAK STREET CAPITAL MASTER FUND, LTD.
OAK STREET CAPITAL MANAGEMENT, LLC
DAVID MAKULA
PATRICK WALSH
DASH ACQUISITIONS LLC
JONATHAN DASH
SOUNDPOST CAPITAL, LP
SOUNDPOST CAPITAL OFFSHORE, LTD.
SOUNDPOST ADVISORS, LLC
SOUNDPOST PARTNERS, LP
SOUNDPOST INVESTMENTS, LLC
JAIME LESTER
LYRICAL OPPORTUNITY PARTNERS II, L.P.
LYRICAL OPPORTUNITY PARTNERS II, LTD.
LYRICAL OPPORTUNITY PARTNERS II GP, L.P.
LYRICAL CORP III, LLC
LYRICAL PARTNERS, L.P.
LYRICAL CORP I, LLC
JEFFREY KESWIN
MURANO PARTNERS LP
MURANO CAPITAL LLC
MURANO HOLDINGS, LLC
MURANO GROUP LLC
JAY THOMSON
TONY C. LAI
PATRICK H. ARBOR
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x          No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
 
 

(1)           Title of each class of securities to which transaction applies:
 

(2)           Aggregate number of securities to which transaction applies:
 

 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 

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¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
 
(1)           Amount previously paid:
 

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(4)           Date Filed:
 
 
 
 
 
The Committee to Enhance Denny’s (the “Committee”), together with the other Participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the election of its slate of director nominees at the 2010 annual meeting of stockholders (the “Annual Meeting”) of Denny’s Corporation.  The Committee has made a definitive filing with the SEC of a proxy statement and accompanying GOLD proxy card to be used to solicit votes for the election of its slate of director nominees at the Annual Meeting.
 
Item 1:  On May 18, 2010, Jonathan Dash appeared on Squawk On The Street on CNBC.  A transcript of Mr. Dash's interview follows:
 
DATE
05/18/2010
TIME
10:00 - 11:00
STATION
CNBC (---) (---)
LOCATION
National
PROGRAM
Squawk On The Street
 
BROADCAST TRANSCRIPT
 

MARK HAINES, co-anchor:

Speaking of food, said the expert, Denny's is one of America's largest full service family restaurant chains and the target of activist investors. Jonathan Dash is president of Dash Acquisitions and one of the investors behind the committee to enhance Denny's.

Welcome, Jonathan. How would you enhance Denny's?

Mr. JONATHAN DASH (President, Dash Acquisitions): Well, I think there's a number of issues with the company, Mark. And the board is not being held--held the management accountable (sic) over the last seven or eight years. The comp--company has lost 20 percent of their guests to IHOP and other, you know, breakfast chains, and I think if we get our nominees on the board we'll be able to hold management's feet to the fire and make sure they're getting the guests back in and improve on the product, the price, the quality of the food and--

HAINES: Well, do you have any specific ideas how they can do this or you're just--is your only interest replacing members of the board?

Mr. DASH: Well--well, right now are interests are replacing members of the board because we think the current management has been destroying shareholder value over the last seven, eight years.

HAINES: Again, I'm trying to get to the point, how have they destroyed, Sir...

Mr. DASH: Yeah.

HAINES: ...and what have they done to do that (sic)? What would your board members do differently?

Mr. DASH: Well, our board members would, you know, hold the management more accountable based on where the cash flows of the companies have been reinvested over time over the last seven or eight years. The company's invested over $300 million in capital expenditures and have absolutely nothing to show for it for the shareholders and store remodels, rebuilds, and the guests are just not coming back. And they need to improve on their marketing message, bring out a new and improved menu and value the product, you know, more based on what, you know the--the product's worth, and they've overpriced the value and they're charging way too much to the customers and it's causing them to leave and not come back--
 
 
 
 

SIMON HOBBS, co-anchor:

Denny's--the chairman of Denny's boards is obviously outraged at what's going on and points out that it's an 85 percent franchised restaurant company. They say that you may be committing fraud with the confidential documents that you're circulating. More importantly, perhaps, there is a concern that you might be using Denny's, if you get control of it, as a vehicle for mass expansion, for acquisitions. Can you clear up that aspect, as least?

Mr. DASH: Yeah, all those acquisitions are absolutely untrue and we're going for a mine--minority position on the board. We're asking for three seats out of eight, and I think this is just another tactic by the company to, you know, cover the results, the poor operating results that they've been watching over--over the last seven or eight years.

HOBBS: OK, Mr. Dash. We've got to leave it there. Thank you very much.

Jonathan Dash.

Mr. DASH: Thank you.
 
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