The Atlantic Building 950 F Street, NW Washington, DC 20004-1404
202-756-3300 Fax: 202-756-3333 www.alston.com
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David A. Brown | 202-756-3452 | E-mail: dave.brown@alston.com | ||
April 8, 2010 |
Via EDGAR Filing
Perry Hindin
Special Counsel
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, NE
Washington, D.C. 20549-3628
Re: | Denny’s Corporation |
Preliminary Proxy Statement on Schedule 14A
Filed March 26, 2010
Soliciting Materials on Schedule 14A
Filed March 19, 2010
File No. 000-18051
Dear Mr. Hindin:
On behalf of our client, Denny’s Corporation (the “Company”), we are providing the following additional information to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in response to a telephone conversation held with you on April 7, 2010.
The Company intends to modify Mr. Marchioli’s biography to delete the reference to brand turn-around. We have also modified clause (iii) of Mr. Marchioli’s biography to state “(iii) achieved steadily improving Pre-Tax adjusted income, the Denny’s internal profitability metric, since taking over as President and CEO in 2001, with 2009 representing the highest level at $30 million.”
Additionally, we are providing to the Staff documents supplemental support that substantiates the statements in Mr. Marchioli’s biography as well as supplemental support that substantiates the statements made in the Company’s soliciting material.
AtlantaŸ CharlotteŸ DallasŸ Los AngelesŸ New YorkŸ Research TriangleŸ Silicon ValleyŸ Ventura CountyŸ Washington, D.C.
Denny’s Corporation
Response to SEC Staff Comments
April 8, 2010
Page 2
The Company plans to file a definitive proxy statement which reflects the changes described herein and the changes described in our original response letter dated April 6, 2010 when the Staff has no further comments.
As requested in the Comment Letter from the Staff, dated April 1, 2010, on behalf of the Company and the participants, we hereby acknowledge that:
• | the participants are responsible for the adequacy and accuracy of the disclosure in the filing; |
• | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
• | the participants may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Should you have any questions regarding the foregoing, please do not hesitate to contact me at (202) 756-3463.
Sincerely, |
/s/ David A. Brown |
David A. Brown |
Enclosure
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