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DENNY'S Corp Proxy Solicitation & Information Statement 2010

May 6, 2010

33370_psi_2010-05-06_fa86f305-dc01-46cd-b377-15bb71d3508e.zip

Proxy Solicitation & Information Statement

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant ý

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

ý Soliciting Material Pursuant to §240.14a-12

DENNY’S CORPORATION

(Name of Registrant as Specified In Its Charter)

OAK STREET CAPITAL MASTER FUND, LTD.

OAK STREET CAPITAL MANAGEMENT, LLC

DAVID MAKULA

PATRICK WALSH

DASH ACQUISITIONS LLC

JONATHAN DASH

SOUNDPOST CAPITAL, LP

SOUNDPOST CAPITAL OFFSHORE, LTD.

SOUNDPOST ADVISORS, LLC

SOUNDPOST PARTNERS, LP

SOUNDPOST INVESTMENTS, LLC

JAIME LESTER

LYRICAL OPPORTUNITY PARTNERS II, L.P.

LYRICAL OPPORTUNITY PARTNERS II, LTD.

LYRICAL OPPORTUNITY PARTNERS II GP, L.P.

LYRICAL CORP III, LLC

LYRICAL PARTNERS, L.P.

LYRICAL CORP I, LLC

JEFFREY KESWIN

MURANO PARTNERS LP

MURANO CAPITAL LLC

MURANO HOLDINGS, LLC

MURANO GROUP LLC

JAY THOMSON

TONY C. LAI

PATRICK H. ARBOR

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

The following timelines were prepared for use in a meeting between Institutional Shareholder Services (“ISS”) and Dash Acquisitions, LLC.

Western Sizzlin

DECEMBER 1, 2005 – Sardar Biglari, Phillip L. Cooley, Ph.D. and Paul D Sonkin are elected to the Board.

MARCH 30, 2006 – Jonathan Dash is elected to the Board.
New Board composition after December 1, 2005 (11 directors):NOVEMBER 28, 2007 – Martin S. Fridson is elected to the Board.

Paul C. Schorr, III (Chairman)
Roger D. SackNew Board composition after November 28, 2007 (6 directors):
Jones Yorke
APRIL 4, 2005 – Initial 13D filed (under the name Shawn Sedaghat)Titus W. GreeneMARCH 22, 2006 – Sardar Biglari appointed Chairman of the Board – Salary/Comp $0
J. Alan CowartMay 16, 2007 - Sardar Biglari appointed President and CEO
Thomas M. HontzasJesse M. Harrington, IIIAUGUST 3, 2006 - Thomas M. Hontzas resigns from the Board.Titus W. GreenePhillip L. CooleyMARCH 30, 2010 – Merger agreement with Steak n Shake approved
Petros VezertzisJonathan Dash
Phillip L. CooleySardar Biglari
Paul D. SonkinKenneth R. Cooper
Sardar BiglariMartin S. Fridson

DECEMBER 1, 2005 – Stanley L. Bozeman, Jr. resigns.FEBRUARY 15, 2006 - Petros Vezertzis and J. Alan Cowart advise the Company they will not stand for reelection when their current terms expire.Director Compensation :FEBRUARY 28, 2007 – Kenneth R. Cooper is elected to the Board.Director Compensation:

Sardar Biglari - $13,000Sardar Biglari - $13,500

Jonathan Dash - $14,300Jonathan Dash - $11,000

MARCH 21, 2006 - Paul C. Schorr, III, A. Jones Yorke, Roger D. Sack, Jesse M. Harrington, III, Petros Vezertzis and J. Alan Cowart resigned as directors. Additionally, Paul D. Sonkin advised the Company that he will not stand for reelection when his current term expires.
Director Compensation:

Sardar Biglari - $14,000

New Board composition after March 21, 2006 (5 directors):Jonathan Dash - $11,000 Titus W. Greene Thomas M. Hontzas Phillip L. Cooley Paul D. Sonkin Sardar Biglari

Steak n Shake

MARCH 22, 2009 – Wayne L. Kelley resigns from the Board. New Board composition following the annual meeting held on April 24, 2009 (5 directors):
MARCH 7, 2008 – Following the proxy contest, Sardar Biglari and Philip L. Cooley were elected to the Board. Alan B. Gilman and James Williamson, Jr. were not reelected to the Board. New Board composition after March 7, 2008 (9 directors):

Wayne L. KelleyNOVEMBER 10, 2008 – William Regan is appointed to the Board. Geoffrey Ballotti resigns from the Board.MARCH 30, 2010 – Merger agreement with Western Sizzlin approved

Ruth J. Person
John W. RyanRuth J. PersonMarch 5, 2010 – Jonathan Dash ceases to be a consultant
AUGUST 13, 2007 – Peter M. Dunn resignsSteven M. SchmidtJohn W. Ryan
Edward W. WilhelmSardar Biglari
Geoffrey BallottiPhilip L. Cooley
Fred RiskWilliam Regan
Sardar Biglari

Philip L. Cooley

AUGUST 17, 2007 – Initial Sardar Biglari 13D filedJune 4, 2008 – Jonathan Dash, Dash Acquisitions become members of the Section 13(d) group.
JUNE 19, 2008 – The Board appoints Sardar Biglari as Chairman of the Board.MARCH 16, 2009 – Edward W. Wilhelm and Steven M. Schmidt decide not to stand for reelection.
NOVEMBER 16, 2009 – Jonathan Dash, Dash Acquisitions cease to be members of the Section 13(d) group.
September 25, 2008 – Jonathan Dash hired as a consultantJANUARY 8, 2009 – Fred Risk decides not to stand for reelection.April 9, 2010 – Company name changes to Biglari Holdings