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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. 1
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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)
February 23, 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: As further described in this Amendment No. 1 to the Schedule
13D, the Reporting Person beneficially owns for investment purposes 9.7% of the
Common Stock of Denny's Corporation (the "Company"). Concerned by recent
developments suggesting the possibility in the near term of a possible
recapitalization of the Company, the Reporting Person on February 23, 2004 filed
its initial Schedule 13D relating to the Company and notified the Company by
letter of its concern and its intention, when and if appropriate, to pursue a
course of action necessary to vigorously represent the rights of stockholders in
the event of a recapitalization of the Company, or any potential transaction
that could have the effect of inappropriately diluting the interest of the
Company's stockholders. The letter delivered by the Reporting Person to the
Company on February 23, 2004 is filed as Exhibit A to the Reporting Person's
Schedule 13D filed on February 23, 2004.
This Amendment No. 1 to the Schedule 13D is being filed to report the
acquisition by the Reporting Person of 715,000 shares of the Company's Common
Stock on February 23, 2004.
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. The Reporting Person used an aggregate of
$4,827,809 to acquire the Shares. The Reporting Persons borrowed no funds
to purchase any of the Shares.
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 February 24, 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 in the past sixty
(60) days 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, but see Exhibit A to the Schedule 13D filed by the Reporting Person
on February 23, 2004.
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
during the past sixty (60) days.
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: February 24, 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