UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. 3)
Denny's Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
24869P104
--------------------------------------------------------------------------------
(CUSIP Number)
JASON ADER
HAYGROUND COVE ASSET MANAGEMENT LLC
1370 6TH AVENUE
NEW YORK, NEW YORK 10019
(212) 445-7800
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 15, 2006
--------------------------------------------------------------------------------
(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 that 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
[_]
SCHEDULE 13D
-------------------- -------------------
CUSIP No. 24869P104 PAGE 2 OF 10 PAGES
-------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
JASON ADER
(S.S. or I.R.S. Identification No. not applicable)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,612,200
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,612,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,612,200
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
SCHEDULE 13D
-------------------- -------------------
CUSIP No. 24869P104 PAGE 3 OF 10 PAGES
-------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
HAYGROUND COVE ASSET MANAGEMENT LLC
(S.S. or I.R.S. Identification No. not applicable)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,612,200
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,612,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,612,200
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
SCHEDULE 13D
-------------------- -------------------
CUSIP No. 24869P104 PAGE 4 OF 10 PAGES
-------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
HAYGROUND COVE FUND MANAGEMENT LLC
(S.S. or I.R.S. Identification No. not applicable) EIN: 81-0587515
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,612,200
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,612,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,612,200
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
SCHEDULE 13D
-------------------- -------------------
CUSIP No. 24869P104 PAGE 5 OF 10 PAGES
-------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
HAYGROUND COVE ASSOCIATES L.P.
(S.S. or I.R.S. Identification No. not applicable) EIN: 81-0587520
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,681,589
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,681,589
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,681,589
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.07%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
PAGE 6 OF 10 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the common
stock, $0.01 par value ("Common Stock") of Denny's Corporation, a Delaware
corporation (the "Issuer"). The principal executive office of the Issuer is 203
East Main Street, Spartanburg, South Carolina 29319-0001.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c) This Statement is being filed by (i) Jason Ader, an
individual; (ii) Hayground Cove Asset Management LLC, a Delaware limited
liability company ("HCAM"); (iii) Hayground Cove Fund Management LLC, a Delaware
limited liability company ("HCFM"); and (iv) Hayground Cove Associates LP, a
Delaware limited partnership ("HCA" and, together with Jason Ader, HCAM and
HCFM, the "Reporting Persons"). Mr. Ader is the sole member of HCAM, which in
turn is the managing member of HCFM. In addition, HCFM serves as general partner
of (i) certain Delaware limited partnership funds and (ii) HCA, an investment
manager that provides investment and advisory services to certain offshore
entities and individually managed accounts (the limited partnership funds,
offshore entities and managed accounts collectively, the "Client Funds"). None
of the Client Funds is deemed to be a reporting person.
The principal business of each of the Reporting Persons is providing
investment management and advisory services to the Client Funds.
The principal business address and principal office address of each of
the Reporting Persons is 1370 6th Avenue, New York, New York 10019.
(d) and (e) During the past five years, none of the Reporting Persons
has been (i) convicted in a 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 as a result of which such person
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.
(f) Mr. Ader is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Client Funds has purchased in the aggregate the shares of
Common Stock reported in Item 5, which shares are indirectly beneficially owned
by the Reporting Persons. The aggregate amount of funds required by the Client
Funds to acquire the shares of Common Stock was $25,534,742, net of commissions.
The funds were provided by working capital of each of the Client Funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have effected the purchase of the shares of Common
Stock by the Client Funds reported in Item 5 in open market transactions
because, in their opinion, such shares are undervalued by the market at the
present time.
PAGE 7 OF 10 PAGES
The Reporting Persons believe that the addition of the shares of Common
Stock of the Issuer in the accounts of the Client Funds is a strong positive
development. In particular, the Reporting Persons are supportive of the efforts,
business initiatives and management of the Issuer.
The Reporting Persons have effected the acquisition of the shares of
Common Stock by the Client Funds reported in Item 5 for investment purposes
only. However, the Reporting Persons intend to closely monitor the Issuer's
performance and may modify their plans in the future.
Although the Reporting Persons do not have any current plans other than
monitoring the Common Stock of the Issuer, the Reporting Persons may in the
future exercise, or cause to be exercised, any and all of their respective
rights (or the rights of any of the Client Funds) as stockholders of the Issuer
in a manner consistent with their equity interests (or the equity interests of
any of the Client Funds). More specifically, depending on their evaluation of
various factors, including the investment potential of shares of Common Stock,
the Issuer's business prospects and financial position, other developments
concerning the Issuer, the price level and availability of the Common Stock,
available opportunities to acquire or dispose of shares of Common Stock, realize
trading profits or minimize trading losses, conditions in the securities markets
and general economic and industry conditions, reinvestment opportunities and
other factors deemed relevant, the Reporting Persons may take, or cause to be
taken, such actions with respect to their indirect holdings in the Issuer as
they deem appropriate in light of circumstances existing from time to time. Such
actions may include the purchase of additional shares of Common Stock by some or
all of the Client Funds in the open market, through privately negotiated
transactions with third parties or otherwise, or the sale at any time by some or
all of the Client Funds, in the open market, through privately negotiated
transactions with third parties or otherwise, of all or a portion of the shares
now owned or hereafter acquired by any of the Client Funds.
As of the date of this Statement, except as set forth above, none of the
Reporting Persons has any present plan or intention that would result in or
relate to any of the actions described in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) In the aggregate, the Client Funds are the direct beneficial owners
of 5,612,200 shares of Common Stock currently indirectly owned by the Reporting
Persons, or approximately 6.08% of outstanding shares of Common Stock of the
Issuer, based upon 92,370,470 shares of Common Stock outstanding as of August 1,
2006, as reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarter ended June 28, 2006. None of the Client Funds own individually in excess
of five percent of the outstanding shares of Common Stock.
By virtue of the relationships described in Item 2 of this Statement and
this Item 5, each of the Reporting Persons (other than HCA) may be deemed to
share indirect beneficial ownership of all of the shares of Common Stock
directly beneficially owned by the Client Funds. HCA may be deemed to share
indirect beneficial ownership of the shares of Common Stock as expressly set
forth below. Specifically, as general partner, HCFM has indirect beneficial
PAGE 8 OF 10 PAGES
ownership of (i) 381,846 shares (or 0.41% of outstanding shares) of Common Stock
held directly by Hayground Cove Institutional Partners LP, a Delaware limited
partnership, (ii) 467,840 shares (or 0.51% of outstanding shares) of Common
Stock held directly by Hayground Cove Turbo Fund LP, a Delaware limited
partnership, and (iii) 80,925 shares (or 0.09% of outstanding shares) of Common
Stock held directly by Hayground Cove Equity Market Neutral Fund LP, a Delaware
limited partnership. In addition, HCFM is general partner of HCA, which in turn
serves as investment manager pursuant to certain Investment Management
Agreements entered into between HCA and certain individual Client Funds. In this
capacity, HCA exercises the power to vote (or to direct the vote) and to dispose
(or to direct the disposition of) (i) 2,622,907 shares (or 2.84% of outstanding
shares) of Common Stock held directly by Hayground Cove Overseas Partners Ltd.,
a Cayman Islands exempted limited company; (ii) 371,208 shares (or 0.40% of
outstanding shares) of Common Stock held directly by Hayground Cove Turbo Fund
Ltd., a Cayman Islands exempted limited company; (iii) 49,925 shares (or 0.05%
of outstanding shares) of Common Stock held directly by Hayground Cove Equity
Market Neutral Fund Ltd., a Cayman Islands exempted limited company; and (iv)
certain independent managed accounts, each of which directly owns 624,025 shares
(or 0.68% of outstanding shares) of Common Stock, 363,359 shares (or 0.39% of
outstanding shares) of Common Stock, 576,143 shares (or 0.62% of outstanding
shares) of Common Stock and 74,022 shares (or 0.08% of outstanding shares) of
Common Stock, respectively.
(b) Each of the Reporting Persons (other than HCA) has the power to vote
and to dispose of shares of Common Stock as follows:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 5,612,200
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of:
5,612,200
HCA has the power to vote and to dispose of shares of Common Stock as
follows:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 4,681,589
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of:
4,681,589
(c) The Reporting Persons have caused the purchase by the Client Funds
of 176,900 shares of Common Stock within the last 60 days with a range of
purchase prices between $2.80 and $3.70. All such purchases were effected
through over-the-counter bulletin board transactions.
(d) Except as stated elsewhere in this Item 5, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock indirectly owned by the
Reporting Persons.
(e) Not applicable.
PAGE 9 OF 10 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as described in Items 2 and 5 of this Statement, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement Among the Reporting Persons.
PAGE 10 OF 10 PAGES
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: August 23, 2006
By: /s/ Jason Ader
-------------------------------------------
Jason Ader
HAYGROUND COVE ASSET MANAGEMENT LLC
By: /s/ Jason Ader
-------------------------------------------
Jason Ader
Sole Member
HAYGROUND COVE FUND MANAGEMENT LLC
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /s/ Jason Ader
--------------------------------------
Jason Ader
Sole Member
HAYGROUND COVE ASSOCIATES L.P.
By: Hayground Cove Fund Management LLC,
its General Partner
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /s/ Jason Ader
---------------------------------
Jason Ader
Sole Member
EXHIBIT A
FILING AGREEMENT
BETWEEN JASON ADER,
HAYGROUND COVE ASSET MANAGEMENT LLC,
HAYGROUND COVE FUND MANAGEMENT LLC
AND HAYGROUND COVE ASSOCIATES L.P.
The undersigned hereby agree that the Schedule 13D with respect to the
Common Stock, $0.01 par value, of Denny's Corporation dated of even date
herewith is and shall be filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended.
Dated: August 23, 2006
By: /s/ Jason Ader
--------------------------------------
Jason Ader
HAYGROUND COVE ASSET MANAGEMENT LLC
By: /s/ Jason Ader
--------------------------------------
Jason Ader
Sole Member
HAYGROUND COVE FUND MANAGEMENT LLC
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /s/ Jason Ader
--------------------------------------
Jason Ader
Sole Member
HAYGROUND COVE ASSOCIATES L.P.
By: Hayground Cove Fund Management LLC,
its General Partner
By: Hayground Cove Asset Management
LLC, its Managing Member
By: /s/ Jason Ader
----------------------------
Jason Ader
Sole Member