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SCHEDULE 13D
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
Amendment No. 2
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DENNY'S CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
24869P104
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(CUSIP Number)
Mellon HBV Alternative Investment Strategies LLC
200 Park Avenue, Suite 3300
New York, NY 10166-3399
(212) 808-3950
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 17, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSONS S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Alternative Strategies LLC
I.R.S. No.: 13-4050836
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
3,959,000
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
3,959,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,959,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Introduction:
This Amendment No. 2 to the Schedule 13D is being filed to disclose (i)
that the Reporting Person delivered the letter attached hereto as Exhibit B to
Denny's Corporation (the "Company") via facsimile on March 17, 2004, and (ii)
that the Reporting Person effected certain transactions in the Company's Common
Stock.
Item 1. Security and Issuer.
Security: Common Stock, $0.01 par value per share ("Common Stock").
Issuer's Name and Address:
Denny's Corporation, 203 Main Street, Spartanburg, SC 29319-9966.
Item 2. Identity and Background.
(a) Mellon HBV Alternative Investment Strategies LLC (the "Reporting
Person").
(b) The Reporting Person is a Delaware limited liability company with
its principal executive offices located at 200 Park Avenue, Suite 3300, New
York, NY 10166-3399.
(c) The Reporting Person serves as investment advisor of Mellon HBV
Master Rediscovered Opportunities Fund L.P., Mellon HBV Master Multi-Strategy
Fund L.P., Axis RDO Ltd. and HFR DS Performance Master Trust (collectively, the
"Clients"). None of the Clients individually owns more than 5% but the Clients
collectively hold the Shares.
(d) During the last five years neither the Reporting Person, nor, to
the best of its knowledge, any of its directors or executive officers, has been
(i) convicted of any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person used funds from the working capital of the Clients
allocated by such Clients to the Reporting Person for purposes of effecting
investment transactions disclosed on Exhibit A attached hereto. The Reporting
Person used an aggregate of $570,601 to effect the purchases disclosed herein
and borrowed no funds to effect these purchases.
Item 4. Purpose of Transaction.
The Reporting Person acquired Common Stock of the Company for
investment purposes. The Reporting Person may at any time increase or decrease
its position in the securities of the Company. At the present time, the
Reporting Person has no intention to effect any of the transactions specified in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of March 17, 2004, the Reporting Person beneficially owned
in the aggregate 3,959,000 shares of the Company's Common Stock (the
"Shares"), representing approximately 9.7% of the outstanding Common
Stock (based on 40,687,000 shares outstanding as of December 31, 2003,
as reported in the Company's Form 8-K filed on February 20, 2004).
(b) The Reporting Person has the sole power to vote or to direct the
vote and the sole power to dispose and to direct the disposition of
the Shares.
(c) Information relating to the transactions effected by the Reporting
Person with respect to the Company's Common Stock since the Reporting
Person's last fling on the Schedule 13D relating to the Company is set
forth in Exhibit A attached hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
Exhibit A: Table containing information with respect to open-market
transactions in the Common Stock of the Company effected by Reporting Person
since the Reporting Person's last filing on Schedule 13D relating to the
Company.
Exhibit B: Letter to the Company from the Reporting Person dated March 17,
2004.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 18, 2004
MELLON HBV ALTERNATIVE STRATEGIES LLC,
a Delaware Limited Liability Company
By: /s/ WILLIAM F. HARLEY III
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William F. Harley III
President and Chief Executive Officer