UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date Of Report (Date of earliest event reported): September 19, 2001
ADVANTICA RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-18051 13-3487402
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
203 East Main Street, Spartanburg, SC 29319-9966
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 597-8000
Former name or former address, if changed since last report:
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Item 5. Other Events.
On September 19, 2001, the letter of intent previously reported as being entered
into on August 10, 2001 between FRD Acquisition Co. ("FRD"), the wholly owned
subsidiary of Advantica Restaurant Group, Inc. ("Advantica"), and Lyon's of
California, Inc. ("Lyon's") with respect to the purchase and sale of all the
outstanding capital stock of FRI-M Corporation ("FRI-M"), which operates,
through its subsidiaries, the Coco's and Carrows restaurant chains, terminated
pursuant to its own terms.
On September 20, 2001, FRD, which as previously reported is the subject of a
case under Chapter 11 of the United States Bankruptcy Code, entered into a new
letter of intent with Coco's and Carrows Acquisition Company ("CCAC"), a
Delaware corporation formed by a group led by certain individual members of
Coco's and Carrows' management, with respect to the purchase and sale of all the
outstanding capital stock of FRI-M. Neither Advantica nor its subsidiary,
Denny's, Inc., is a party to the letter of intent. Pursuant to the terms of this
letter of intent, the parties shall have fourteen (14) days from September 20,
2001 within which to enter into a definitive agreement for the transaction. If
the parties fail to execute a definitive agreement within the designated time
period, the letter of intent will terminate. In the event the parties enter into
a definitive agreement, the terms of the definitive agreement shall be subject
to higher and better offers and the approval of the United States Bankruptcy
Court of Delaware (the "Bankruptcy Court"). Additionally, if the parties execute
a definitive agreement, subject to the approval of the Bankruptcy Court, CCAC
will, under certain circumstances, be entitled to the payment of certain
"breakup" fees by FRD. No assurance can be given that the parties will
successfully negotiate a definitive agreement or that a sale will be authorized
and approved by the Bankruptcy Court or completed on a timely basis or in the
manner described herein. Under the terms and conditions of the letter of intent,
CCAC has offered to purchase the stock of FRI-M for a cash payment of $38
million and the issuance of a $12 million senior subordinated note (due five
years from the date of issuance and bearing interest through maturity at a rate
equal to prime minus 200 basis points (not to exceed eight percent (8%) per
annum)), in addition to the assumption of $8.6 million in capital leases, all
subject to adjustment as set forth in the letter of intent. Until the approval
or denial of the "breakup" fees by the Bankruptcy Court, FRD is generally
prohibited from soliciting offers for the stock or any assets of FRD or its
direct or indirect subsidiaries, provided, however, that FRD may respond to due
diligence requests from other persons and entities and may receive other offers
and proposals. The registrant will provide updates upon (1) entering into a
definitive agreement, (2) termination of the letter of intent with CCAC, or (3)
material changes to the terms of the letter of intent, but not solely on the
basis of extensions thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Advantica Restaurant Group, Inc.
By: /s/Rhonda J. Parish
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Name: Rhonda J. Parish
Title: Executive Vice President,
General Counsel and Secretary
Date: September 21, 2001
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