UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): July 2, 2004
Denny's Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-18051 13-3487402
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
203 East Main Street, Spartanburg, SC 29319-0001
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(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)
Item 5. Other Events and Required FD Disclosure.
As previously announced, on July 7, 2004, Denny's Corporation (the
"Company") completed a private placement of shares of its common stock. In
connection with that transaction, the Board of Directors amended that certain
Rights Agreement dated as of December 15, 1998 between the Company and
Continental Stock Transfer and Trust Company (the "Rights Agreement"). Amendment
No. 1 to the Rights Agreement is filed herewith as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits.
The exhibit listed below and in the accompanying Exhibit Index is filed
as part of this Current Report on Form 8-K.
Exhibit No. Description
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99.1 Amendment No. 1 dated July 2, 2004 to the
Rights Agreement
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.
DENNY'S CORPORATION
By: /s/ Rhonda J. Parish
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Rhonda J. Parish
Executive Vice President, General Counsel and
Secretary
Date: July 20, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Amendment No. 1 dated July 2, 2004 to the Rights Agreement
Exhibit 99.1
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment") to that certain Rights
Agreement, dated as of December 15, 1998 (the "Agreement"), between Denny's
Corporation, formerly known as Advantica Restaurant Group, Inc., a Delaware
corporation (the "Corporation"), and Continental Stock Transfer & Trust Company,
a New York corporation (the "Rights Agent"), is made and entered into as of the
2nd day of July, 2004.
WITNESSETH
WHEREAS, the Corporation proposes to enter into Subscription
Agreements with certain accredited institutional investors (together, the
"Private Placement Investors"), pursuant to which the Private Placement
Investors would purchase from the Corporation shares of the Corporation's common
stock, par value $.01 per share (the "Common Shares"), respectively (together,
the "Private Placements"); and
WHEREAS, the Board has determined that it is necessary and
desirable, and in the best interests of the Corporation and its stockholders, to
amend, pursuant to Section 27 of the Agreement, the Agreement in connection with
the consummation of the Private Placements, and the Board, at a meeting duly
called and held on July 2, 2004, approved this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the mutual
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. For convenience of reference, it is hereby confirmed that in each
instance in which the name Advantica Restaurant Group, Inc. appears in the
Agreement, such term shall mean Denny's Corporation.
2. Section 1(a) of the Agreement is amended by adding the following
sentence at the end thereof:
In addition, notwithstanding the foregoing, the term "Acquiring Person"
shall not include any Person who becomes the Beneficial Owner of 15% or
more of the then outstanding Common Shares as a result of the purchase
of Common Shares, pursuant to any one of those certain Subscription
Agreements, dated as of July 6, 2004 between the Corporation and
certain accredited institutional investors, as approved by the Board of
Directors of the Corporation on July 2, 2004, unless and until, subject
to the other limitations of this Agreement, but notwithstanding Section
1(a)(A)(v) above, such time thereafter as any such Person shall become
the Beneficial Owner of any additional Common Shares other than by
means of a stock dividend, stock split or otherwise as a result of the
acquisition of additional Common Shares directly from the Corporation.
3. Section 1(r) of the Agreement is hereby deleted in its entirety and
the following is substituted in lieu thereof:
(r) "Shares Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to the Exchange Act) by the
Corporation or an Acquiring Person that an Acquiring Person has become
such; provided that, if such Person is determined not to have become an
Acquiring Person pursuant to Section 1(a)(B)(Y) or the last sentence of
Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to
have occurred.
4. Terms used herein without definition shall have the meanings
assigned to them in the Agreement. Other than as amended hereby, all other
provisions of the Agreement shall remain in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the day and year first written
above.
DENNY'S CORPORATION
By: /s/ Rhonda J. Parish
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Name: Rhonda J. Parish
Title: Executive Vice President, General Counsel
and Secretary
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ R. Bernhammer
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Name: R. Bernhammer
Title: Vice President