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 preliminary 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 March 16, 2010, the Committee issued the following press
release:
The
Committee to Enhance Denny's Files Preliminary Proxy Statement in Connection
With its Nomination of Three Highly Qualified Nominees for Election to Denny's
Board
Press Release Source: The
Committee to Enhance Denny's On Tuesday March 16, 2010, 11:52 am
EDT
CHICAGO,
March 16 /PRNewswire/ -- The Committee to Enhance Denny's, headed by Oak Street
Capital Management, LLC and Dash Acquisitions, LLC, announced today it has filed
its preliminary proxy statement with the SEC in connection with the nomination
of its three independent director nominees for election to the Board of
Directors of Denny's Corporation (Nasdaq:DENN - News) at its 2010
annual meeting of stockholders. The members of the Committee collectively
own approximately 6.5% of Denny's outstanding shares.
The
Committee's three director nominees are Patrick H. Arbor, Jonathan Dash and
David Makula. The preliminary proxy statement discusses, among other
things, the Committee's concerns with the financial, operational and share price
performance of Denny's and the action plan the Committee's nominees would seek
to implement if they are elected at the annual meeting.
The
Committee reminds investors and fellow stockholders that the record date for the
annual meeting is March 23, 2010. Accordingly, the Committee urges Denny's
stockholders to take the necessary steps with their custodial banks and
brokerage firms to ensure they have the ability to vote at the annual meeting.
Investors who are interested in purchasing Denny's shares and voting such
shares at the annual meeting should complete any purchases by March 18 in order
to allow for trade settlement by the record date.
CERTAIN
INFORMATION CONCERNING THE PARTICIPANTS
The
Committee to Enhance Denny's (the "Committee"), together with the other
Participants (as defined below), has made a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and accompanying
proxy card to be used to solicit proxies for the election of its slate of
director nominees at the 2010 annual meeting of stockholders of Denny's
Corporation (the "Company").
THE
COMMITTEE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AS IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC.,
TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT ENHANCEDENNYS@MACKENZIEPARTNERS.COM.
The
Participants in the proxy solicitation are anticipated to be Oak Street Capital
Master Fund, Ltd. ("Oak Street Master"), Oak Street Capital Management, LLC
("Oak Street Management"), David Makula, Patrick Walsh, Dash Acquisitions LLC
("Dash Acquisitions"), Jonathan Dash, Soundpost Capital, LP ("Soundpost
Onshore"), Soundpost Capital Offshore, Ltd. ("Soundpost Offshore"), Soundpost
Advisors, LLC, Soundpost Partners, LP ("Soundpost Partners"), Soundpost
Investments, LLC, Jaime Lester, Lyrical Opportunity Partners II, L.P. ("Lyrical
Onshore"), Lyrical Opportunity Partners II, Ltd. ("Lyrical Offshore"), Lyrical
Opportunity Partners II GP, L.P., Lyrical Corp III, LLC, Lyrical Partners, L.P.,
Lyrical Corp I, LLC, Jeffrey Keswin and Patrick H. Arbor (collectively, the
"Participants").
Information
regarding the Participants, including their direct or indirect interests in the
Company, by security holdings or otherwise, is contained in the Schedule 13D
initially filed by Oak Street Master with the SEC on January 21, 2010, as
amended or may be amended from time to time (the "Schedule 13D"). The
Schedule 13D is currently available at no charge on the SEC's website at http://www.sec.gov.
As of the date hereof, the Participants collectively own an aggregate of
6,245,476 shares of Common Stock of the Company, consisting of the following:
(1) 1,826,333 shares owned directly by Oak Street Master, (2) 101,743 shares
held in accounts managed by Oak Street Management, (3) 43,000 shares owned
directly by Patrick Walsh, (4) 1,202,300 shares held in accounts managed by Dash
Acquisitions, (5) 1,407,587 shares owned directly by Soundpost Onshore, (6)
551,882 shares owned directly by Soundpost Offshore, (7) 340,531 shares held in
accounts managed by Soundpost Partners, (8) 338,500 shares owned directly by
Lyrical Onshore, (9) 368,600 shares owned directly by Lyrical Offshore and (10)
65,000 shares owned directly by Patrick H. Arbor.