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<CONFORMED-NAME>ADVANTICA RESTAURANT GROUP INC
<CIK>0000852772
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<CITY>SPARTANBURG
<STATE>SC
<ZIP>29319
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<STREET1>203 EAST MAIN STREET
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<ZIP>29319
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<FORMER-CONFORMED-NAME>TW HOLDINGS INC
<DATE-CHANGED>19920703
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<FORMER-CONFORMED-NAME>FLAGSTAR COMPANIES INC
<DATE-CHANGED>19930722
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>adv3-20028k.txt
<DESCRIPTION>FRD DIVESTITURE / NAME CHANGE TO DENNY'S
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        DATE OF REPORT (Date of earliest event reported): July 10, 2002



                        ADVANTICA RESTAURANT GROUP, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                      0-18051                  13-3487402
----------------------------    --------------------       ---------------------
(State or other jurisdiction    (Commission File No.)       (I.R.S. Employer
of incorporation)                                          Identification No.)


 203 East Main Street, Spartanburg, SC                          29319-9966
----------------------------------------                   ---------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:           (864) 597-8000


Former name or former address, if changed since last report:







<PAGE>

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

Effective July 10, 2002, Advantica Restaurant Group, Inc. ("Advantica")
completed the divestiture of its subsidiary FRD Acquisition Co. ("FRD"), which
is the parent company of the Coco's and Carrows restaurant brands. The
divestiture was completed through FRD's reorganization proceedings under
Chapter 11 of the United States Bankruptcy Code. Pursuant to the plan of
reorganization (which was confirmed by the bankruptcy court on June 20, 2002),
FRD's unsecured creditors, who were generally the holders of FRD's 12 1/2%
senior notes, received 100% of the reorganized equity of FRD. As a part of the
transaction, Advantica's subsidiary, Denny's, Inc., received a payment of
approximately $32.5 million in connection with FRD's senior secured credit
facility where Denny's was lender. Such payment represented all outstanding
obligations under the credit facility less a $10.0 million discount.

For additional information regarding the completion of the FRD divestiture, see
Advantica's press release, dated July 11, 2002, attached to this current report
as Exhibit 99.

ITEM 5.  OTHER EVENTS

With the closing of the FRD divestiture described in Item 2 above, Advantica has
now completed its transition from a restaurant holding company to a one-brand
entity, Denny's. Accordingly, effective July 11, 2002, Advantica has changed its
name to "Denny's Corporation". Additionally, effective July 12, 2002, the
Company's common stock began trading under the new ticker symbol "DNYY". (See
Advantica's press release, dated July 11, 2002, attached to this current report
as Exhibit 99.)

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

        (b) Proforma Financial Information

Advantica began accounting for FRD as a discontinued operation in the second
quarter of 2000. Therefore, the Statements of Operations of Advantica previously
reported are representative of the continuing operations of Advantica. As a
result of the divestiture of FRD, Advantica will record a gain on the disposal
of discontinued operations in the third quarter of 2002 of approximately
$56.0 million, representing the receipt of proceeds of approximately
$32.5 million and the elimination of the net liabilities of discontinued
operations of approximately $23.5 million.

As a requirement of Advantica's senior secured revolving credit facility
("credit facility"), the proceeds received from the divestiture of FRD were used
to reduce the balance outstanding under its credit facility by approximately
$32.5 million.  Based on current borrowing rates of 5.875%, such reduction in
outstanding borrowings under the credit facility would result in proforma annual
interest savings of approximately $1.9 million.

        (c) Exhibits

        Listed below are all Exhibits filed as a part of this current report.

        Exhibit Number                          Description

        2.1                          Stipulation and Agreement of Settlement,
                                     dated February 19, 2002, by and among FRD,
                                     the Creditors Committee, Advantica,
                                     Denny's, FRI-M Corporation, Coco's and
                                     Carrows, as filed with the bankruptcy court
                                     on February 19, 2002 (incorporated by
                                     reference to Exhibit 99.1 to Advantica's
                                     Form 8-K, dated February 19, 2002).

        2.2                          First Amended Plan of Reorganization of FRD
                                     Acquisition Co., confirmed by order of the
                                     United States Bankruptcy Court for the
                                     District of Delaware on June 20, 2002.

        99                           Press Release of Advantica Restaurant
                                     Group, Inc., dated July 11, 2002.


                                        -2-

<PAGE>



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                Advantica Restaurant Group, Inc.


                                By:   /s/Rhonda J. Parish
                                   -------------------------------
                                   Name:  Rhonda J. Parish
                                   Title: Executive Vice President,
                                          General Counsel and Secretary


Date:   July 25, 2002


                                        -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>fajpreorg.txt
<DESCRIPTION>FRD FIRST AMENDED PLAN OF REORGANIZATION
<TEXT>


                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------------------------------
                                            )
In re                                       )
                                            )        Chapter 11 Case No.
FRD ACQUISITION CO.,                        )
                                            )        01-00436 (PJW)
                                            )
                                    Debtor. )
                                            )
-------------------------------------------------------------------------------

                FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER
                  CHAPTER 11 OF THE BANKRUPTCY CODE PROPOSED BY
           THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, THE DEBTOR,
       ADVANTICA RESTAURANT GROUP, INC., AND DENNY'S, INC. (APRIL 23, 2002)
-------------------------------------------------------------------------------

BROWN RUDNICK BERLACK                                THE BAYARD FIRM
   ISRAELS LLP                                       Neil B. Glassman, Esq.
Edward S. Weisfelner, Esq.                           Daniel K. Astin, Esq.
Andrew Dash, Esq.                                    222 Delaware Avenue
Leslie Sharf, Esq.                                   Wilmington, DE  19801
120 West 45th Street                                 (302) 655-5000
New York, New York  10036

- and -                                              Counsel to Debtor

COZEN & O'CONNOR                                     FRIED, FRANK, HARRIS
Frederick B. Rosner, Esq.                            SHRIVER & JACOBSON
1201 North Market Street, Suite 1400                 Brad E. Scheler, Esq
Wilmington, Delaware  19801                          Vivek Melwani, Esq.
(302) 295-2000                                       New One New York Plaza
                                                     York, New York  10004
Co-Counsel to the Official                           (212) 859-8000
Committee of Unsecured Creditors
                                                                - and -

                                                     ROSENTHAL, MONHAIT, GROSS
                                                     & GODDESS, P.A.
                                                     Kevin Gross, Esq.
                                                     1401 Mellon Bank Center
                                                     P.O. Box 1070
                                                     Wilmington, DE  19899-1070
                                                     (302) 656-4433

                                                     Co-Counsel to Advantica
                                                     Restaurant Group, Inc. and
                                                     Denny's, Inc.
Dated:  Wilmington, Delaware
        April 23, 2002
<PAGE>





                 The Official Committee of Unsecured Creditors appointed in the
above-captioned case (the "Committee"), the above captioned debtor and
debtor-in-possession, FRD Acquisition Corp. (the "Debtor"), Advantica Restaurant
Group, Inc. ("Advantica"), and Denny's, Inc. ("Denny's") hereby propose the
following First Amended Joint Plan of Reorganization (this "Joint Plan") for
the Debtor pursuant to section 1121(c) of the Bankruptcy Code.

                                    ARTICLE 1

                                   DEFINITIONS

                 As used in this Joint Plan, the following terms shall have the
respective meanings specified below (such meanings to be equally applicable to
the singular and plural, and the masculine, feminine and neuter forms of the
terms defined):

                 Accredited Investor means "accredited investors" as that term
is defined in Rule 501(a) under the Securities Act of 1933, as amended.

                 Administrative Expense Claim means (a) a Claim for payment of
any costs or expenses of administration of the Case incurred after the
commencement of the Case allowable under sections 503(b) or 507(a)(1) of the
Bankruptcy Code, and (b) a Claim given the status of an Administrative Expense
by Final Order of the Bankruptcy Court; provided, however, that an Exempt Tax
shall not be an Administrative Expense Claim.

                 Administrative Operating Expense Claim means all
Administrative Expense Claims other than Administrative Expense Claims of
Professionals.

                 Advantica means Advantica Restaurant Group, Inc., a Delaware
corporation.


                 Affiliate shall have the meaning ascribed to such term in
Section 101(2) of the Bankruptcy Code.

                 Allowed, when used in reference to a Claim or Interest, means:
(a) any Claim against or Interest in the Debtor proof or application for
allowance of which was (i) Filed on or before the date designated by the
Bankruptcy Court as the last date for Filing a Proof of Claim against or Proof
of Interest in the Debtor, (ii) later Filed with leave of the Bankruptcy Court
after notice and a hearing, or (iii) if no Proof of Claim or Proof of Interest
or application for allowance was Filed, which Claim or Interest has been or
hereafter is listed by the Debtor in the Schedules as liquidated in amount and
not disputed or contingent; or (b) any Claim allowed pursuant to this Plan; and
(c) with respect to any Claim or Interest described in Clause (a) above, (i)
which is due and payable and as to which no objection to the allowance thereof
has been interposed within the applicable period of limitation fixed by this
Joint Plan, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or the
Bankruptcy Court or (ii) as to which any objection has been determined by Final
Order of the Bankruptcy Court, to the extent such objection has been resolved
in favor of the Holder of such Claim or Interest.

                 Assets means all property of the Estate of the debtor.

                                      1
<page>

                 Avoiding Power Causes of Action means rights and remedies
accruing to the Debtor pursuant to the Bankruptcy Code.

                 Ballots means the ballots accompanying the Disclosure
Statement and this Joint Plan upon which Creditors shall have indicated their
acceptance or rejection of this Joint Plan.

                 Bank Facility means (a) the working capital facility provided
under that certain credit agreement, dated as of May 14, 1999, among Coco's,
Carrows, and jojo's Restaurants, Inc., a California corporation, as Borrowers,
the Debtor, FRI-M, as Guarantor, and Credit Lyonnais New York Branch ("Credit
Lyonnais"), a licensed branch of a banking corporation organized and existing
under the laws of the Republic of France, as Swingline Lender, Issuing Bank,
Administrative Agent and Collateral Agent for the lenders party thereto, and
The Chase Manhattan Bank, a New York banking corporation, as Documentation
Agent and Syndication Agent, (b) that certain Parent Guarantee, dated as of
May 14, 1999 between Advantica and Credit Lyonnais and (c) all of the documents
executed on or about January 8, 2001, wherein Advantica performed on such
guarantee obligations under the Bank Facility. Denny's is currently the senior
secured lender under the Bank Facility.

                 Bank Facility Claims means all Claims arising under the Bank
Facility.

                 Bank Facility Guarantee means that certain FRD Guarantee
Agreement, dated as of May 14, 1999, between the Debtor and FRI-M as Guarantors
and Credit Lyonnais as Administrative Agent for the Secured Parties (as defined
in the Bank Facility).

                 Bank Facility Guarantee Secured Claim means the secured claim
in respect of the Bank Facility Guarantee and all other Claims against the
Debtor which are related to or arise out of the Bank Facility Guarantee.
Notwithstanding anything to the contrary in this Joint Plan, the Bank Facility
Guarantee Secured Claim shall be deemed to be an Allowed Claim under this Joint
Plan. Denny's is currently the Holder of the Bank Facility Guarantee Secured
Claim.

                 Banking Fees means, in the aggregate, the following fees: (i)
a fee equal to 0.6% of the reorganization value of the Reorganized Debtor, as
determined by the Committee's financial advisor, as of the Effective Date; and
(ii) 1% of the Excess Committed Equity Funding, as that term is defined in
Section 3.07(a).

                 Bankruptcy Code means Title 11 of the United States Code, as
amended from time to time, as applicable to the Case.

                 Bankruptcy Court means the United States Bankruptcy Court for
the District of Delaware or any court having competent jurisdiction to hear
appeals or certiorari proceedings therefrom, or any successor thereto that may
be established by act of Congress or otherwise, and that has competent
jurisdiction over the Case.

                 Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure,  as amended from time to time, as applicable to the Case.

                 Bar Date means the last date for filing Claims as fixed by the
Bankruptcy Court.

                                      2

<page>

                 Business Day means any day except  Saturday,  Sunday or a
"legal holiday," as such term is defined in Bankruptcy Rule 9006(a).

                 Carrow's means Carrows Restaurants, Inc., a California
corporation.

                 Case means the  above-captioned  Case under chapter 11 of the
 Bankruptcy  Code in which FRD  Acquisition  Co. is the Debtor.

                 Cash means lawful money of the United States of America and
cash equivalents.

                 Causes of Action means any and all actions, causes of action,
suits, accounts, controversies, agreements, promises, rights to legal remedies,
rights to equitable remedies, rights to payment, and claims (including Claims
as defined herein) whether known or unknown, reduced to judgment, not reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, secured, unsecured and whether asserted or assertable
directly or derivatively, in law, equity or otherwise, including, without
limitation, Avoiding Power Causes of Action.

                 Claim means a "claim" within the meaning of section 101 of the
Bankruptcy Code.

                 Class means a class of Claims or Interests as classified in
this Joint Plan.

                 Coco's means Coco's Restaurants, Inc., a California
corporation.


                 Collateral means any property of the Estate that secures an
Allowed Secured Claim.

                 Committee means the Official Committee of Unsecured Creditors
appointed in the Case pursuant to section 1102 of the Bankruptcy Code.

                 Confirmation Date means the date the Clerk of the Bankruptcy
Court enters the Confirmation Order on the docket of the Bankruptcy Court.

                 Confirmation Hearing means the hearing before the Bankruptcy
Court to consider confirmation of this Joint Plan.

                 Confirmation Order means an order of the Bankruptcy Court
confirming this Joint Plan.

                 Creditor means any Entity that has a Claim against the Debtor
that arose on or before the Petition Date or a Claim against the Estate of any
kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code.

                  Debt Financing means the financing currently being sought by
the Proponents,  having the terms set forth at Schedule 1 hereto.

                                      3
<page>

                 Debtor means FRD Acquision Co.

                 Denny's means Denny's, Inc., a Delaware corporation

                 Denny's Cash Collateralization means the cash
collateralization by Denny's to the prior lenders under the Bank Facility in an
amount equal to 102% of the Outstanding L/C Exposure.

                 Disbursing Agent means the Reorganized Debtor or, with the
Proponents' consent, the Reorganized Debtor's designee.

                 Disclosure Statement means the First Amended Disclosure
Statement dated as of April 23, 2002, Filed by the Proponents in connection with
this Joint Plan, as it may be amended, supplemented, or modified from time to
time.

                 Distributable New Common Stock means those shares of New
Common Stock available to be distributed on the Effective Date, less the shares
of New Common Stock, if any, to be distributed to the Holder of the Bank
Facility Guarantee Secured Claim pursuant to Section 3.02(a)(ii)(z) of this
Joint Plan.

                 Disputed Claim means a Claim which is not an Allowed Claim.

                 Effective Date means a Business Day as shall be determined and
set by the Proponents after the Confirmation Date, upon which (a) no stay of
the Confirmation Order is in effect and (b) the conditions to the Effective
Date set forth in this Joint Plan have been satisfied or waived. The closing of
the transactions contemplated by this Joint Plan shall occur contemporaneously
on the Effective Date. The Proponents shall file a notice of the Effective Date
within three (3) days after its occurrence, which shall be served upon those
requesting notice in the Case pursuant to Bankruptcy Rule 2002.

                 Entity means an "entity" within the meaning of section 101 of
the Bankruptcy Code.

                 Equity Financing means the equity financing described at
Section 3.07(a).

                 Estate means the estate of the Debtor created upon the
commencement of the Case pursuant to section 541 of the Bankruptcy Code.

                 Exempt Tax means any stamp, recording or similar tax or charge
(including any penalties, interest or additions thereto) within the meaning of
section 1146(c) of the Bankruptcy Code which may be imposed by the laws of any
state upon the transactions contemplated under, or necessary for the success
of, this Joint Plan, including without limitation, any mortgage recording,
securities transfer, deed transfer, documentary transfer, or gains taxes.

                                      4
<page>

                 Exit Financing means any debt or equity financing, acceptable
to the Proponents, necessary (i) to make all Cash payments required by this
Joint Plan, including, but not limited to, Administrative Expense and Priority
Claims and the payment to the Holder of the Bank Facility Guarantee Secured
Claim; and (ii) for the continued operation of the Reorganized Debtor and the
FRD Subsidiaries after the Effective Date. The Proponents are currently seeking
debt financing in the form of the Debt Financing. The equity financing
component of the Exit Financing is the Equity Financing.

                 File, Filed, Filing, or Files shall mean file, filed, filing
or files, respectively, with the Bankruptcy Court in the Case.

                 Final Order means an order or judgment of the Bankruptcy Court
or other court of competent jurisdiction, as entered on the docket of such
court, that has not been reversed or stayed, and as to which: (a) the time to
appeal or petition for certiorari has expired and no timely-filed appeal or
petition for certiorari is pending, or (b) any appeal taken or petition for
certiorari filed has been resolved by the highest court to which the order or
judgment was appealed or from which certiorari was sought.

                 FRD Subsidiaries means all entities that are directly or
indirectly owned and controlled by the Debtor, including but not limited to
FRI-M, Coco's, and Carrows.

                 FRI-M means FRI-M Corporation, a Delaware corporation and
direct, wholly-owned subsidiary of the Debtor.

                 General Unsecured Claim means any unsecured Claim against the
Debtor that arose or which is deemed by the Bankruptcy Code to have arisen
prior to the Petition Date, and which is not a Claim in any other Class.

                 Global Settlement means the settlement and compromise
reflected in the Stipulation and Agreement of Settlement, entered into on or
about February 15, 2002, and approved by the Bankruptcy Court, pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure on March 8, 2002.

                 Holder means any Entity holding a Claim or Interest, and
includes the beneficial Holder of such Claim or Interest.

                 Interests means all equity interests in the Debtor, including,
but not limited to, the Old Common Stock, and all Claims against the Debtor
resulting from the rescission of a purchase or sale of Old Common Stock, for
damages arising from the purchase or sale of Old Common Stock, or for
reimbursement or contribution allowed under Section 502 of the Bankruptcy Code
on account of such a Claim, and all rights arising out of contracts, options or
warrants to purchase or sell Old Common Stock.

                 Joint Plan Supplement means the appendices and/or supplements
that may be Filed by the Proponents prior to the Confirmation Date, including,
but not limited to, the New Certificate of Incorporation and the New By-Laws,
and such other documents as may be necessary or appropriate.

                                      5
<page>

                 Local Rules means the Local Bankruptcy Rules of the District
of Delaware, as applicable to the Case.

                 Management Services Agreement means that certain agreement,
dated as of May 24, 1996, between Advantica and the Debtor under which
Advantica performs management services for the FRD Subsidiaries, and any
amendments or supplements thereto.

                 Market Rate means the interest per annum (rounded upward, if
necessary, to the nearest 1/100 of 1%) equal to the yield equivalent (as
determined by the Secretary of the Treasury) of the average accepted auction
price for the last auction of one-year United States Treasury Bills settled at
least fifteen (15) days prior to the Effective Date.

                 Maximum Discounted Repayment means the Outstanding Loans as of
the Effective Date, minus $10,000,000.

                 New By-Laws means the new or amended by-laws of the
Reorganized Debtor to be effective from and after the Effective Date and which
shall be in a form acceptable to the Committee, and Filed no later than five (5)
days prior to the Confirmation Hearing.

                 New Certificate of Incorporation means the new or amended
certificate of incorporation of the Reorganized Debtor, to be effective from
and after the Effective Date, and which shall be in a form acceptable to the
Committee and Filed no later than five (5) days prior to the Confirmation
Hearing.

                 New Common Stock means the shares of new common stock of the
Reorganized Debtor, par value $ .01 per share, to be authorized and, subject to
the terms of this Joint Plan, available to be issued pursuant to this Joint
Plan. The New Common Stock issued to Holders of Allowed Classes 4 and 5 Claims
on account of such Claims are being issued in accordance with and reliance on
the exemption from registration provided under section 1145 of the Bankruptcy
Code. The number of shares to be authorized and available for distribution
shall be included in the New Certificate of Incorporation. The New Common Stock
shall have such rights with respect to dividends, liquidation, voting, and
other matters as set forth in the New Certificate of Incorporation, the New
By-Laws, and as provided under applicable non-bankruptcy law.

                 New Directors means those directors selected by the Committee
pursuant to Section 5.04 herein who shall constitute the board of directors of
the Reorganized Debtor on and after the Effective Date, which directors shall
be identified by the Committee and disclosed in a Filing not later than five (5)
days prior to the Confirmation Hearing.

                 New Junior Secured Notes means new junior secured notes which
may be issued by the Reorganized Debtor on the Effective Date to the Holder of
the Bank Facility Guarantee Secured Claim pursuant to Section 3.02 of this
Joint Plan in substantially the form Filed at least five (5) days prior to the
Confirmation Hearing and in form and substance acceptable to the Proponents and
consistent with the terms of the Stipulation and Agreement.

                                      6
<page>

                 New L/C Note means the new note to be issued by the
Reorganized Debtor on the Effective Date to the Holder of the Bank Facility
Guarantee Secured Claim in respect of the Outstanding L/C Exposure pursuant to
Section 3.02 of this Joint Plan in the form Filed at least five (5) days prior
to the Confirmation Hearing and in form and substance acceptable to the
Proponents and consistent with the terms of the Stipulation and Agreement.

                 Notes means the 12 1/2% Senior Notes due 2004 issued and
outstanding under the Notes Indenture.

                 Notes Indenture means that certain indenture, dated as of May
23, 1996, between the Debtor as Issuer and The Bank of New York, as Indenture
Trustee.

                 Notes Trustee means the Entity serving as trustee under the
Notes Indenture.

                 Old Common Stock means the common stock of the Debtor issued
and outstanding prior to the Petition Date, and includes any options or
warrants or rights to acquire Old Common Stock.

                 Outstanding L/C Exposure means the face amount of letters of
credit outstanding from time to time under the Bank Facility. As of January 31,
2002, the Outstanding L/C Exposure was $9,598,000.

                 Outstanding Loans means the principal amount of loans, plus
accrued but unpaid interest, fees and expenses outstanding from time to time
under the Bank Facility. As of January 31, 2002, the Outstanding Loans were
$48,745,556 (such amount may increase or decrease from time to time for example,
as a result of, among other things, the making of scheduled payments by the FRD
Subsidiaries).

                 Permanent Injunction has the meaning set forth in Section 5.09
herein.

                 Petition Date means February 14, 2001, the date of Filing of
the voluntary petition by the Debtor for relief under the Bankruptcy Code.

                 Preferred Stock means the shares of new preferred stock of the
Reorganized Debtor, par value $ .01 per share, to be authorized and, subject to
the terms of this Joint Plan, available to be issued pursuant to this Joint
Plan, in accordance with the Equity Financing. The Preferred stock is not being
issued in reliance on the exemption from registration provided under section
1145 of the Bankruptcy Code. The number of shares to be authorized and
available for distribution shall be included in the New Certificate of
Incorporation. The Preferred Stock shall have such rights with respect to
dividends, liquidation, voting, and other matters as set forth in the New
Certificate of Incorporation, the New By-Laws, consistent with the terms of
the Equity Financing and as provided under applicable non-bankruptcy law.

                 Priority Claim means any Claim to the extent entitled to
priority in payment under sections 507(a)(2) through (7) or 507(a)(9) of the
Bankruptcy Code.

                                      7
<page>

                 Priority Tax Claim means any Claim to the extent entitled to
priority in payment under section 507(a)(8) of the Bankruptcy Code.

                 Professionals means Entities whose compensation or
reimbursement of expenses must be authorized by order of the Bankruptcy Court
pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code.

                 Proof of Claim or Proof of Interest means a Filed Proof of
Claim or Filed Proof of Interest.

                 Proponents means the Committee, the Debtor, Advantica and
Denny's. Whenever the consent, approval, exercise of rights, acceptance, waiver
or action of the Proponents is necessary or required under or in connection
with this Joint Plan, the unanimity of the Proponents is required in each such
instance.

                 Record Date means the date on which Creditors entitled to vote
on this Joint Plan are determined by their record ownership of Claims, which
date shall be April 23, 2002.

                 Reorganized Debtor means the Debtor after the Effective Date
and, for purposes of making or effectuating any distribution hereunder, shall
also include the Debtor.

                 Schedules means the Schedules of Assets and Liabilities and
Statements of Executory Contracts and Financial Affairs, as amended, Filed by
the Debtor in accordance with the Bankruptcy Rules.

                 Secured Claim means a Claim against the Debtor that has arisen
prior to the Petition Date and which is a secured claim within the meaning of,
and to the extent Allowed as a secured claim under, Section 506 of the
Bankruptcy Code.

                 Stipulation and Agreement means the Stipulation and Agreement
of Settlement entered into in connection with the Global Settlement and
approved by the Bankruptcy Court on March 8, 2002.

                 Transition Services Agreement means an agreement in form and
substance satisfactory to Advantica and the Committee, which provides for
certain transition services which Advantica shall provide to Reorganized Debtor
on and after the Effective Date as contemplated in the Stipulation and
Agreement. The Transition Services Agreement will be Filed no later than ten
(10) days prior to the Confirmation Hearing.

                 Unclaimed Distribution means, in respect of any Class of
Claims, all property deemed to be "Unclaimed Distributions" pursuant to Section
8.09 of this Joint Plan.

                 Voting Procedures Order means the Order Scheduling
Confirmation Hearing for this Joint Plan of Reorganization and Establishing
Voting Procedures entered by the Court as amended from time to time.

                                      8
<page>

                 Warrants means a warrant entitling a holder thereof to
purchase shares of New Common Stock as described in Section 3.07(a). The New
Common Stock to be issued upon exercise of the Warrants will not be issued in
reliance on the exemption from registration provided under section 1145 of the
Bankruptcy Code.

                 Other Definitions A term used and not defined herein, but that
is defined in the Bankruptcy Code, shall have the meaning set forth therein.
The words "herein," "hereof," "hereto," "hereunder," and others of similar
import refer to this Joint Plan as a whole and not to any particular section,
subsection, or clause contained in this Joint Plan. The word "including" shall
mean "including, without limitation."

                                    ARTICLE 2

                     ADMINISTRATIVE AND PRIORITY TAX CLAIMS

                  2.01  Administrative Expense Claims.

                  (a) Except as set forth in section 2.03 below, allowed
Administrative Operating Expense Claims will be paid in Cash, on the Effective
Date, or, if such Claim becomes allowed after the Effective Date, within five
(5) days after such Claim becomes allowed. All requests by Professionals for
final allowance of compensation and reimbursement of expenses accrued as of the
Effective Date must be Filed with the Bankruptcy Court within sixty (60) days
after the Effective Date and will be paid within five (5) days after such
Claims become Allowed. The estimated amount of unpaid fees and expenses of
Professionals as of the Effective Date will be deposited by the Reorganized
Debtor in a segregated account on the Effective Date, in accordance with
Bankruptcy Rule 3020(a). Such escrowed funds shall be used to pay Allowed
Administrative Expense Claims of Professionals and any funds remaining after
making all such payments shall revest in the Reorganized Debtor.

                  (b) Holders of Administrative Operating Expense Claims shall
not be required to File any request for payment of such Claims. All
Administrative Operating Expense Claims which accrue prior to the Effective
Date but which are not due and payable by their terms as of the Effective Date
shall be assumed by the Reorganized Debtor, and paid in accordance with their
terms, subject to all applicable offsets and defenses which the Debtor or the
Reorganized Debtor may hold to payment of such Claims.

                  2.02 Priority Tax Claims. At the option of the Committee (for
decisions to be made prior to the Effective Date) or Reorganized Debtor (for
decisions to be made on and after the Effective Date), each Holder of an
Allowed Priority Tax Claim shall be paid the full amount of such Allowed
Priority Tax Claim, (a) in Cash, on the later of (i) the Effective Date (or as
soon thereafter as is practicable), or (ii) the first Business Day after such
Claim becomes an Allowed Claim (or as soon thereafter as is practicable); or
(b) in equal quarterly installments of principal and interest on the unpaid
balance of such Allowed Priority Tax Claim from the Effective Date calculated
at the Market Rate over a period not to exceed six (6) years from the date of
assessment of such Priority Tax Claim.

                                      9
<page>

                  2.03 Notes Trustee Fees and Expenses. After application to
the Bankruptcy Court not later than sixty (60) days after the Effective Date
and approval of such application by Final Order, the Reorganized Debtor will
pay all Allowed fees and expenses of the Notes Trustee incurred in, or in
connection with, the Case. Nothing contained in this Joint Plan affects the
Notes Trustee's rights pursuant to the Notes Indenture to assert a lien on the
distributions due to Holders of Notes to secure payment of its fees and
expenses. After the Effective Date, the reasonable fees and expenses of the
Notes Trustee incurred in making distributions to Holders of Notes under this
Joint Plan shall be paid by the Reorganized Debtor in the ordinary course. If
the Notes Trustee does not serve as the Disbursing Agent, then the New Common
Stock distributed to the Disbursing Agent may be subject to the lien of the
Notes Trustee under the Notes Indenture.

                                    ARTICLE 3

              CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

                  Pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy
Code, set forth below is a designation of Classes of Claims and Interests.
Administrative Expenses and Priority Tax Claims of the kinds specified in
Sections 507(a)(1) and 507(a)(8) of the Bankruptcy Code (set forth in Article
Two above) have not been classified and are excluded from the following Classes
in accordance with section 1123(a)(1) of the Bankruptcy Code.

                  3.01 Class 1 - Priority Claims. Class 1 consists of all
Allowed Priority Claims against the Debtor. Each Holder of a Class 1 Claim
shall be paid the Allowed amount of such Claim, including all applicable
interest and other charges to which the Holder of such Allowed Priority Claim
may be  entitled under applicable law or contract, to the extent permitted
under the  applicable subsection of section 507(a) of the Bankruptcy Code, in
Cash, on the  later of: (a) the Effective Date (or as soon thereafter as is
practicable) and  b) the first Business Day after such Claim becomes an Allowed
Claim (or as soonthereafter as is practicable). Class 1 is not impaired and is
deemed to have accepted this Joint Plan.

                  3.02 Class 2 - Bank Facility Guarantee Secured Claim. Class 2
consists of the Allowed Bank Facility Guarantee Secured Claim. The Bank
Facility Guarantee Secured Claim shall be deemed to be an Allowed Claim under
this Joint Plan. The Holder of the Allowed Bank Facility Guarantee Secured
Claim shall, in full and complete satisfaction of any and all Claims that
Denny's or Advantica may have under or in connection with the Bank Facility,
receive the following treatment:

                  (a)       With respect to the Outstanding Loans:

                          i.     in the event that Exit Financing is obtained
                                 in an amount that is sufficient to make the
                                 Maximum Discounted Repayment or, in the
                                 Committee's reasonable discretion,
                                 consistent with the reasonable business
                                 needs of the Reorganized Debtor, other Cash
                                 is available (either alone or in conjunction
                                 with the Exit Financing) (such Exit
                                 Financing and other available funds as
                                 determined above the "Funding Sources") so
                                 as to allow the Maximum Discounted Repayment

                                      10
<page>

                                 to be made, such Holder shall receive, on
                                 the Effective Date, the Maximum Discounted
                                 Repayment; or

                        ii.      in the event less than  sufficient  Funding
                                 Sources are  available to make the Maximum
                                 Discounted Repayment, such Holder shall on
                                 the Effective Date receive:

                                 (x)    the net available proceeds of the
                                        Exit Financing (plus, to the extent
                                        necessary, as reasonably determined
                                        by the Committee, such Cash on hand
                                        at the FRD Subsidiaries) in an
                                        aggregate amount not less than $20
                                        million in Cash;

                                 (y)    the New Junior Secured Notes in an
                                        aggregate principal amount equal to
                                        the Outstanding Loans, less (1) the
                                        Cash proceeds actually received by
                                        Denny's on the Effective Date
                                        pursuant to Section 3.02(a)(ii)(x)
                                        above and (2) an applicable initial
                                        repayment discount (as set forth on
                                        Exhibit "A" to this Joint Plan) or
                                        proportionate amount thereof; and

                                 (z)    shares of New Common Stock equal to
                                        10% of the New Common Stock to be
                                        distributed under this Joint Plan
                                        (calculated before any dilution as a
                                        consequence of the issuance of stock
                                        to new management or upon exercise
                                        of Warrants) reduced by .5556% for
                                        each $1 million over $20 million in
                                        Cash paid to such Holder on the
                                        Effective Date.

                  (b)      With respect to the Outstanding L/C Exposure, the
                           Holder shall on the Effective Date receive the New
                           L/C Note. In addition, pursuant to this Joint Plan,
                           the Reorganized Debtor shall be obligated to pay
                           Denny's an L/C commitment fee payable in Cash on the
                           Effective Date and thereafter on each six month
                           anniversary of the Effective Date for so long as
                           there is any outstanding L/C Exposure in an amount
                           equal to 6% per annum of the amount of Denny's Cash
                           Collateralization at such time.

Class 2 is impaired and the Holder of the Allowed Class 2 Bank Facility
Guarantee Secured Claim is entitled to vote to accept or reject this Joint Plan.

                  3.03 Class 3 - Other Secured Claims. Class 3 consists of all
Allowed Secured Claims against the Debtor other than the Bank Facility
Guarantee Secured Claim. On the latest of (a) the Effective Date, (b) the date
on which such Class 3 Secured Claim becomes an Allowed Claim, and (c) the date
on which the Reorganized Debtor and the Holder of such Allowed Class 3 Secured
Claim otherwise agree, at the election of the Committee prior to the Effective
Date, each Holder of an Allowed Class 3 Secured Claim shall be entitled to
receive on account of such Holder's Allowed Class 3 Secured Claim one of the
following treatments: (i) the legal, equitable and contractual rights to which
such Allowed Class 3 Secured Claim entitles such Holder shall remain unaltered,
 (ii) such Holder's Allowed Class 3 Secured Claim shall be reinstated and

                                      11
<page>

rendered unimpaired in accordance with section 1124(2) of the Bankruptcy Code,
or (iii) such other treatment as mutually agreed to by the Reorganized Debtor
(or the Committee, prior to the Effective Date) and such Holder. Class 3 is not
 impaired and is deemed to have accepted this Joint Plan.

                  3.04 Class 4 - Note Claims. Class 4 consists of all Allowed
Note Claims. Holders of Allowed Class 4 Note Claims shall on the Effective Date
receive shares of the Distributable New Common Stock in the same proportion
that such individual Holder's Claim bears to the aggregate of all Class 4, 5
and 6 Claims (including Disputed Claims). In addition, all of the New Common
Stock allocable to Class 6 Affiliate Subordinated Claims shall instead be
distributed directly to Holders of Class 4 Note Claims, on a pro rata basis,
pursuant to  the contractual subordination of Class 6 Claims to Class 4 Note
Claims. Class 4 is impaired and Holders of Class 4 Note Claims are entitled to
vote to accept or reject this Joint Plan. Class 4 shall be entitled to
participate in the Equity Financing as described at Section 3.07(a).

                  3.05 Class 5 - General Unsecured Claims. Class 5 consists of
all Allowed General Unsecured Claims against the Debtor. Holders of Allowed
Class 5 General Unsecured Claims shall, on the Effective Date, receive shares
of the Distributable New Common Stock in the same proportion that such
individual Holder's Claim bears to the aggregate of all Class 4, 5 and 6 Claims
(including Disputed Claims). Class 5 is impaired and Holders of Class 5 General
Unsecured Claims are entitled to vote to accept or reject this Joint Plan.
Class 5 shall be entitled to participate in the Equity Financing as described
at Section 3.07(a).

                  3.06 Class 6 - Affiliate Subordinated Claims. Class 6 consists
of all Allowed prepetition Claims of the Debtor's affiliates against the Debtor
that are subordinated to the Note Claims. Holders of Class 6 Affiliate
Subordinated Claims shall on the Effective Date receive shares of the
Distributable New Common Stock in the same proportion that such individual
Holder's Claim bears to the aggregate of all Class 4, 5 and 6 Claims (including
Disputed Claims); provided, however, that the New Common Stock allocable to
Class 6 Affiliate Subordinated Claims shall instead be distributed directly to
Holders of Class 4 Note Claims, on a pro rata basis, pursuant to the
contractual subordination of Class 6 Claims to Class 4 Note Claims. Class 6 is
impaired and, since Holders of Class 6 Affiliate Subordinate Claims will
receive no distribution under this Joint Plan in respect of their Claims,
Holders of Class 6 Claims are deemed by operation of law to have rejected this
Joint Plan.

                  3.07 Additional Classes 4, 5 and 6 Provisions.

                  (a) As part of the Exit Financing, and as a condition to the
Reorganized Debtor's ability to obtain the Debt Financing it currently is
seeking, the Reorganized Debtor is raising $5 million in equity (the "Equity
Financing") by the issuance of Preferred Stock and Warrants. The Equity
Financing will be raised through the sale of 5,000 units (each, a "Unit") at a
price of $1,000 per unit, with each Unit consisting of one share of Preferred
Stock and one Warrant to purchase 250 shares of New Common Stock. The specific
terms of the Equity Financing, including the relative right and priorities of
the Preferred Stock and the terms of the Warrants, are set forth in Schedule 2.
Each holder of an Allowed Claim in Classes 4 and 5 that is an "Accredited
Investor" shall be entitled to, but not required to, participate in the Equity
Financing in the same proportion that such individual Holder's Claim bears to

                                      12
<page>

the Aggregate of all Class 4 and 5 Claims. Wexford Capital, LLC ("Wexford") has
agreed to participate in the Equity Financing for its pro rata share (estimated
at approximately $1 million). In addition, Wexford has agreed to purchase any
Units not subscribed by the other holders of Allowed Class 4 and 5 Claims in
order to ensure that the full $5 million Equity Financing is raised (such amount
above Wexford's pro rata share, the "Excess Committed Equity Funding").

                  (b) Subject to the right of the Holder of the Class 2 Claim
to receive New Common Stock under Section 3.02(a)(ii)(z) (to the extent
applicable), in accordance with Sections 3.05, 3.06 and 3.07 the Holders of
Allowed Claims in Classes 4, 5 and 6 (subject to the provisions in Section 3.07)
are to receive all of the issued and outstanding New Common Stock. Accordingly,
the Disbursing Agent shall take all actions necessary to ensure that after the
percentage of the New Common Stock, if any, to be issued under Section
3.02(a)(ii)(z) and after all Disputed Claims in Classes 4, 5 and 6 have been
resolved, the New Common Stock is owned by Holders of Allowed Claims in the
proportions contemplated by Sections 3.02(a)(ii)(z), 3.04, 3.05 and 3.06,
including by distributing to the Holders of such Allowed Claims any shares of
New Common Stock not distributed on the Effective Date on account of Disputed
Claims that are ultimately disallowed by Final Order.

                  3.08 Class 7 - Old Common Stock Interests. Class 7 consists
of all Old Common Stock Interests in the Debtor. Holders of Old Common Stock
Interests shall receive no distribution in respect of such Interests. The Old
Common Stock Interests shall be cancelled, extinguished, and of no further
force and effect as of the Effective Date. Class 7 is impaired and, since
Holders of Class 7 Old Common Stock Interests will receive no distribution
under this Joint Plan in respect of their Claims, Class 7 is deemed by
operation of law to have rejected this Joint Plan.

                  3.09 Classification Rules. A Claim or Interest is in a
particular Class only to the extent that the Claim or Interest qualifies within
the description of Claims or interest of that Class, and such Claim or Interest
is in a different Class to the extent that the remainder of the Claim or
Interest qualifies within the description of the different Class. Pursuant to
section 1123(a)(4) of the Bankruptcy Code, all Allowed Claims or Interests of a
particular Class shall receive the same treatment unless the Holder of a
particular Allowed Claim or Interest agrees to less favorable treatment for
such Allowed Claim or Interest. Pursuant to section 510(a) of the Bankruptcy
Code, this Joint Plan shall give effect to subordination agreements, which are
enforceable under applicable nonbankruptcy law, except to the extent the
beneficiary thereof agrees to less favorable treatment. This Joint Plan shall
also give effect to the subordination rules of sections 510(b) and (c) of the
Bankruptcy Code. The inclusion of a Creditor by name in any Class is for
purposes of general description only, and includes all Entities claiming as
beneficial interest holders, assignees, heirs, devisees, transferees, or
successors in interest of any kind of the Creditor named.

                                    ARTICLE 4

                       ACCEPTANCE OR REJECTION OF THE PLAN

                  4.01 Classes Entitled To Vote. Classes 1 and 3 are unimpaired
and Holders of Claims in Classes 1 and 3 are not entitled to vote on this Joint

                                      13
<page>

Plan. Classes 2, 4 and 5 are impaired under this Joint Plan and Holders of
Claims in such Classes are entitled to vote to accept or reject this Joint Plan.
Holders of Claims or Interests in Classes 6 and 7 are conclusively presumed to
have rejected this Joint Plan pursuant to section 1126(g) of the Bankruptcy
Code and such Holders of Claims or Interest in such Classes are not entitled to
accept or reject this Joint Plan.

                  4.02 Entitlement to Vote. So long as Claims in Classes 2, 4
and 5 are not the subject of an objection, any Holder of a Claim in any such
Class (a) for which a proof of claim was timely and properly filed, or (b) that
is listed in the Schedules as not being (i) disputed, (ii) contingent, or (iii)
unliquidated, shall be entitled to vote to accept or reject this Joint Plan.

                  4.03 Acceptance by an Impaired Class of Claims. A Class of
Claims shall have accepted this Joint Plan if this Joint Plan is accepted by
Holders of at least two-thirds in the aggregate dollar amount and more than
one-half in number of the Allowed Claims of such Class that have properly voted
to accept or reject this Joint Plan.

                                    ARTICLE 5

                      MEANS FOR IMPLEMENTATION OF THE PLAN


                  5.01 Cancellation of Existing Securities and Agreements.
On the Effective Date, the Notes, the Notes Indenture and Old Common Stock
shall be cancelled; provided that notwithstanding the termination and
cancellation of the Notes and the Notes Indenture as respects the Debtor, the
provisions of the Notes Indenture governing the relationship among the Notes
Trustee and the Holders of Notes, including those provisions relating to
distributions, and the Notes Trustee's right to payment and liens on property
to be distributed to Holders of Notes, if any, shall not be affected by this
Joint Plan.

                  5.02 Issuance of Stock and Warrants. On the Effective Date,
the Reorganized Debtor will issue and deliver in accordance with the provisions
hereof (a) the shares of New Common Stock to the Holders of Allowed Claims in
Classes 2 (if applicable), 4, 5, and 6, and hold in escrow sufficient shares to
distribute on account of all Disputed Claims in such classes if each such Claim
becomes an Allowed Claim; and (b) the shares of Preferred Stock and the
Warrants pursuant to the Equity Financing.

                  5.03 Board of Directors of the Debtor.  On the Effective
Date, the Debtor's  directors  shall be deemed removed from the Board of
Directors.

                  5.04 New Board of  Reorganized  Debtor.  On the Effective
Date, the New Directors  shall be deemed  appointed to serve as the new board of
directors of the Reorganized Debtor without further action by the shareholders
thereof.

                  5.05 New Boards of Directors of FRD Subsidiaries. On the
Effective Date, the Reorganized Debtor, acting through the New Directors, shall
be authorized to appoint a new board of directors for each of the FRD
Subsidiaries.

                                      14
<page>

                  5.06 No Corporate Action Required. As of the Effective Date,
the issuance of the New Common Stock, the adoption, execution, delivery and
implementation of all contracts, leases, documents, instruments, and other
agreements related to  or contemplated by this Joint Plan, and the other
matters provided for, under, or in furtherance of this Joint Plan involving
action to be taken by or required of the Debtor or the Reorganized Debtor shall
be deemed to have occurred and be effective as provided herein, and shall be
authorized and approved in all respects without further order of the Bankruptcy
Court or any requirement of further action by stockholders or directors of the
Debtor or the Reorganized Debtor. All documents or instruments which must be
executed and delivered by the Debtor or the Reorganized Debtor under this Joint
Plan shall be deemed appropriately executed if signed by either of the
President, Chief  Executive Officer, Executive Vice President, or any Vice
President of the Debtor.

                  5.07 Listing New Common Stock. Following the Effective Date,
as more fully described in the Disclosure Statement, the Reorganized Debtor
shall assess whether and when it may be practicable to obtain a listing for the
New Common Stock.

                  5.08 Estate Causes of Action. From and after the Effective
Date, the Reorganized Debtor shall have the powers and exercise the duties, as
set forth in section 1123(b)(3) of the Bankruptcy Code, to retain, enforce,
settle, and prosecute all of its Causes of Action except those released
pursuant to Section 9.03 hereof.

                  5.09 Permanent Injunction. Except as otherwise set forth in
this Joint Plan, on and after the Effective Date all persons and entities that
have held, hold or may hold (a) any Claim against or Interest in the Debtor
which shall have  arisen prior to the Confirmation Date shall be permanently
enjoined from and against (i) commencing or continuing in any manner any suit,
action or other proceeding of any kind against the Debtor, the Reorganized
Debtor, or the Estate with respect to any such Claim or Interest (ii) the
enforcement, attachment, collection or recovery by any manner or means of any
judgment,  award, decree or order against the Debtor, the Reorganized Debtor,
or the  Estate, (iii) creating, perfecting or enforcing any lien or encumbrance
of any kind against the Debtor, the Reorganized Debtor, or the Estate or against
any  of their properties or interests in property with respect to such Claim or
Interest and (iv) asserting any right of setoff, subrogation or recoupment of
any kind against any obligation due from the Debtor, the Reorganized Debtor, or
against any property or interest in property of the Debtor or the Reorganized
Debtor with respect to any such Claim or Interest and (b) any Claim, right,
action, Cause of Action against or Interest in the Debtor, the Reorganized
Debtor, or the Estate which shall have arisen prior to the Confirmation Date
shall be permanently enjoined from and against commencing or continuing any
suit, action or proceeding against, asserting or attempting to recover any
Claim against or Interest in,  or otherwise affecting the Debtor, the
Reorganized Debtor, the Estate, the  Committee or the other Proponents with
respect to any matter that is the subject of this Joint Plan.

                  5.10 Banking Fee.  On the Effective Date, the Banking Fee
shall be paid in Cash to Wexford Capital, LLC, or its designee.


                  5.11 Shareholders Agreement. If the Holders of Class 2 Bank
Facility Guarantee Secured Claim receive shares of New Common Stock pursuant to

                                      15
<page>

Section 3.02(a)(ii)(z), such Holder and the Reorganized Debtor shall enter into
a mutually satisfactory shareholders agreement, which provides for antidilution
provisions acceptable to the Committee.

                                    ARTICLE 6

                              CONDITIONS PRECEDENT

                  6.01  Conditions  Precedent  to  Confirmation  Date.  The
occurrence  of the  Confirmation  Date is  subject  to the satisfaction or
waiver as set forth in Section 6.03 of each of the following conditions:

                  (a) the Reorganized Debtor shall have received  commitment(s)
for the Exit Financing in form and substance acceptable to the Proponents;

                  (b) the  Bankruptcy  Court  shall  have  entered  the
Confirmation  Order in form and  substance  acceptable  to the Proponents;

                  (c) the Debtor shall have been authorized to assume or reject
all leases and executory contracts which the Committee may seek to assume or
reject including, but not limited to, the rejection of the Management Services
Agreement, as of the Effective Date;

                  (d)  the  Debtor  shall  have  received  any  consent  of any
 governmental  units  whose  consent  is  required  for confirmation; and

                  (e) the consent of Denny's working capital lender, which
consent Denny's shall seek, in good faith, to obtain as soon as possible.

                      6.02  Conditions  Precedent to Effective  Date. The
occurrence of the Effective Date is subject to the  satisfaction
or waiver as set forth in Section 6.03 of each of the following conditions:

                  (a) the Confirmation Order has become a Final Order;

                  (b) to the extent the Exit Facility is required under
Section 3.02, the lender under the Exit Facility has advised the Debtor and the
Committee that it is prepared to close on the Exit Facility substantially
contemporaneous with the occurrence of the Effective Date;

                  (c) Advantica shall have executed, and be bound by, the
Transition Services Agreement;

                  (d) the Proponents are satisfied that there are no Disputed
Claims which would      prevent consummation of the Plan that have not yet been
resolved by entry of a Final Order satisfactory to the Proponents;

                  (e) the  Proponents  are satisfied on a reasonable
basis that the treatment of net operating  losses of the Debtor  following the
Effective Date does not violate:  (i) that certain Tax Sharing and  Allocation
Agreement by and Among  Flagstar  Companies,  Inc., FRD Acquisition  Co., Inc.,
and FRI-M

                                      16
<page>

Corporation and Its Subsidiaries  dated as of May 23, 1996; (ii) any similar
agreement to which the Debtor is a party; and (iii) applicable law; and

                  (f) all other requirements of applicable laws have been
satisfied.

                  6.03 Waiver of Conditions. The Proponents, may waive one or
more of the conditions precedent to the confirmation or the effectiveness of
this Joint Plan set forth in Section 6.01 or 6.02; provided that (a) as to the
condition set forth in Section 6.01(c), the Committee may waive that condition,
acting alone, as to all leases and executory contracts other than the
Management Service Agreement, as to which said condition only may be waived by
Advantica and the Committee, acting together. The Effective Date may occur
before the expiration of time to take an appeal or to seek reconsideration
of the Confirmation Order without the giving of any notice to any objecting
party. In the event of any such appeal, the Proponents may seek the dismissal
of such appeal as moot following the Effective Date.

                                    ARTICLE 7

                                  DISTRIBUTIONS

                  7.01  Distributions.  All distributions under this Joint Plan
shall be made by the Disbursing Agent.


                  7.02 Surrender of Notes and Other Securities. Except as
otherwise ordered by the Bankruptcy Court, each Holder of a Note Claim to
receive any distribution under this Joint Plan will be required to surrender
all of its Notes to the Disbursing Agent. Failure to comply with such
requirements will bar a Holder of a Note Claim from receiving any distributions
under this Joint Plan. Notwithstanding the foregoing, all of the Notes will be
deemed surrendered, canceled, and of no further force or effect as of the
Effective Date, whether or not the Notes are delivered to the Disbursing Agent.
Delivery of the Notes is required for administrative convenience only and any
such delivery shall not alter a Holder of a Note Claim's legal or equitable
rights, if any, against any Entity other than the Debtor. Notwithstanding the
foregoing, the release provisions of Section 9.03 shall be applicable whether
or not the Notes are delivered to the Disbursing Agent.

                  The manner and procedure to be followed for surrendering the
Notes and for providing necessary affidavits and bonds shall be prescribed by
the Disbursing Agent upon reasonable notice to the Indenture Trustee.

                  7.03 Method of Payment. Any cash payment made by the
Disbursing Agent pursuant to this Joint Plan shall be in Cash, and paid either
by check drawn on a domestic bank or by wire transfer.

                  7.04 Timing of Payment. Any payment or distribution required
to be made under this Joint Plan on a day other than a Business Day shall be
due on the next succeeding Business Day.

                                      17
<page>
                  7.05  Setoff.  Nothing  contained  herein  shall be deemed to
 waive the  Debtor's  statutory  or common  law right of setoff.


                  7.06 De Minimis Cash  Distributions.  The Disbursing  Agent
shall not be required to distribute  Cash to any Creditor if the amount of Cash
to be distributed to such Creditor is less than $10.00.

                  7.07  Unclaimed Distributions to Creditors.

                  (a) Non-Negotiated Checks and Other Consideration. If an
Entity entitled to receive Cash under this Joint Plan fails to present for
payment a check issued to such Holder pursuant to this Joint Plan within ninety
(90) days of the date such check was issued, or if any distributions are
returned due to an incorrect or incomplete address for which neither the Debtor
nor the Reorganized Debtor has received a correct address, then the amount of
Cash or other property attributable to such check or distribution shall be
deemed to be an Unclaimed Distribution and the payee of such check or
distribution shall be deemed to have no further Claim in respect of such check
or distribution, and shall not be entitled to participate in any further
distributions under this Joint Plan. Nothing in this Joint Plan shall require
the Debtor or the Reorganized Debtor to attempt to locate an Entity. In the
event that any New Common Stock has not been distributed by the Disbursing
Agent to the Holders of Allowed Class 4 and Class 5 Claims within two (2) years
of the Effective Date, then such consideration shall be deemed to be an
Unclaimed Distribution. The immediately preceding time limit shall not apply to
distributions to Holders of Notes that the Notes Trustee may make pursuant to
the Notes Indenture that are independent of the consideration being distributed
pursuant to this Joint Plan.

                  (b) Revesting of Unclaimed Distributions. All Unclaimed
Distributions of Cash, New Notes, or New Common Stock shall revest in the
Reorganized Debtor. Any such New Common Stock shall be deemed to be authorized
but not issued and outstanding, except to the extent it is necessary to issue
any of such shares of New Common Stock pursuant to Section 3.04.

                  7.08 Rounding; Fractional Portions. Whenever any payment of a
fraction of a cent would otherwise be called for, the actual payment shall
reflect a rounding of such fraction to the nearest whole cent, with one-half
cent being rounded up to the nearest whole cent. To the extent Cash remains
undistributed as a result of the rounding of such fraction to the nearest whole
cent, such Cash shall be treated as Unclaimed Distribution under Section
7.07(b) herein. Whenever any distribution of a fraction of a share of New
Common Stock would otherwise be called for, the actual distribution will
reflect a rounding of such fraction down to the nearest whole number of shares.
Whole shares of  New Common Stock not distributed because of the provisions of
this Section will  be treated as Unclaimed Distributions under Section 7.07(b)
herein.

                  7.09  Treatment of Disputed Claims.  Disputed Claims shall be
treated as follows under this Joint Plan:



                  (a) Objections to Claims. Except as otherwise provided by the
Bankruptcy Court or in this Joint Plan, all objections to Claims shall be Filed

                                      18
<page>

and served on the Holders of such Claims on or before the later of (i) sixty
(60) days after the Effective Date, (ii) sixty (60) days after a particular
Proof of Claim is Filed, except that such Claim shall not be deemed an Allowed
Claim until after the sixty (60) day period lapses, and (iii) such additional
date as the Bankruptcy Court may fix upon application of the Debtor; provided,
however, that no party in interest shall be required to File an objection to
any Claims listed in the Schedules as disputed, contingent, unliquidated or
undetermined and for which no Proofs of Claim were timely Filed, which Claims
shall be barred and disallowed in its entirety. Administration of Disputed
Claims shall remain subject to the jurisdiction and supervision of the
Bankruptcy Court.

                  (b) No Distributions Pending Allowance. Notwithstanding any
other provision of this Joint Plan to the contrary, no distribution shall be
made to the Holder of a Disputed Claim or the Holder of a Claim which is the
subject of a proceeding against it by the Debtor, the Committee, or the
Reorganized Debtor, unless and until such Disputed Claim becomes an Allowed
Claim or such proceeding is resolved.

                  (c) Distributions After Allowance or Disallowance. Once a
Disputed Claim becomes an Allowed Claim, distributions on account of such Claim
shall be made in accordance with the provisions of this Joint Plan governing
the Class of Claims to which the respective Claim belongs; provided that if a
Claim in Class 4, 5 or 6 is not Allowed by Final Order, the distributions which
would have been made in respect of such Claim shall not be distributed to
Holders of Allowed Claims in such Classes.

                                    ARTICLE 8

                               EXECUTORY CONTRACTS

                  8.01  Assumption or Rejection of Executory Contracts and
Unexpired Leases.

                  (a) Rejection of Executory Contracts and Unexpired Leases.
The Management Services Agreement and all other executory contracts and
unexpired leases that exist between the Debtor and any Entity, shall be deemed
to be rejected as of the Effective Date pursuant to section 365 of the
Bankruptcy Code, except for any executory contract or unexpired lease that has
been assumed pursuant to an order of the Bankruptcy Court entered at or prior
to the Effective Date, or which is subject to an application pending on the
Effective Date to assume or to extend the time to assume or reject. Subject to
 Section 9.03, nothing contained herein shall constitute a waiver of any claim,
right, orCause of Action that the Debtor may hold against any lessor or lessee
or party to an executory contract with the Debtor, including the insurer under
any policy of insurance.

                  (b) Approval of Assumption or Rejection of Leases and
Contracts. Entry of the Confirmation Order shall constitute the approval,
pursuant to section 365(a) of the Bankruptcy Code, of the rejection of the
executory contracts and unexpired leases to be rejected pursuant to this Joint
Plan. Notice of the Confirmation Hearing shall constitute notice to any
non-debtor party to an executory contract or unexpired lease that is to be
assumed or rejected under this Joint Plan.

                                      19
<page>

                  (c) Bar Date for Filing Proofs of Claim Relating to Executory
Contracts and Unexpired Leases Rejected Pursuant to this Joint Plan. Any and
all Proofs of Claim arising out of the rejection of an executory contract or
unexpired lease rejected pursuant to this Article 8 must be Filed within thirty
(30) days after the Effective Date. Any Holder of a Claim arising out of such
rejection of an executory contract or unexpired lease who fails to File a Proof
of Claim within such time shall be forever barred, estopped and enjoined from
asserting such Claim against the Debtor, the Reorganized Debtor, or the Estate.
Unless otherwise ordered by the Bankruptcy Court, all Claims arising from the
rejection of the Management Services Agreement shall be treated as Class 6
Affiliate Subordinated Claims and all other Claims arising from the rejection
of executory contracts and unexpired leases shall be treated as Class 5 General
Unsecured Claims under this Joint Plan. Nothing contained herein shall extend
the time for Filing a Proof of Claim for rejection of any contract or lease
rejected prior to the Confirmation Date.

                  (d) Options. Any options, warrants or other equity interests
representing the right to acquire Old Common Stock shall be canceled as of the
Effective Date. All Claims arising under such warrants or options shall be
classified as Class 7 Old Common Stock Interests.

                                    ARTICLE 9

                             EFFECTS OF CONFIRMATION

                  9.01 Revesting of Assets. Except as otherwise set forth
herein, for the  purposes of distributions in accordance with this Joint Plan,
all property of the Estate, including all Causes of Action of the Estate, other
than those expressly released pursuant to Section 9.03, shall revest in the
Reorganized  Debtor on the Effective Date. Such revested property shall be free
and clear of all liens, claims, encumbrances and interests, except as otherwise
provided in this Joint Plan. Subject to Section 9.03, the Reorganized Debtor
shall be  authorized to investigate, prosecute, and settle all such Causes of
Action after the Effective Date without further order of the Bankruptcy Court.
Subject to Section 9.03, any proceedings or objections which have been
commenced  or filed by the Committee shall be taken over by the Reorganized
Debtor on the Effective Date.

                  9.02 Discharge and Injunction. Pursuant to section 1141 of
the Bankruptcy Code, all Claims against or Interests in the Debtor will be
discharged and deemed satisfied upon the Effective Date. As of the Effective
Date, all Entities that have held, currently hold or may hold a Claim or other
debt or liability against the Debtor affected by this Joint Plan are enjoined
from taking any  actions to collect or recover in any manner on account of any
such Claims,  debts or liabilities from any or all of the Assets, except as
otherwise provided in this Joint Plan.

                  9.03 Release. On the Effective Date, Advantica, Denny's, FRD,
FRI-M, Coco's, Carrows, the creditors of FRD, the Committee and its individual
members, and their respective affiliates, direct or indirect subsidiaries,
officers,directors, and advisors will automatically be released from all claims
and Causes of Action of every kind and nature, from the beginning of time
through the Effective Date, whether known or unknown, that Advantica, Denny's,
FRD, FRI-M, Coco's, Carrows, the creditors of FRD, the Committee and its

                                      20
<page>

individual members, and their respective affiliates, direct or indirect
subsidiaries, officers, directors, and advisors may have against any of them
that in any way relate to, arise in connection with, FRD, FRI-M, Coco's, or
Carrows, including, without limitation, their businesses, operations, or
financing, including, without limitation, the Bank Facility and all
transactions related thereto. The release provisions set forth in this Section
9.03 shall act as an injunction against any Entity commencing or continuing any
action,  employment of process, or act to collect, offset or recover any Claim
or Causes of Action satisfied, released or discharged under this Joint Plan.
This injunction shall apply regardless of whether or not a proof of claim or
interest based on such Claim, debt, liability or Interest is Filed or Allowed,
or whether or not such Entity voted to accept or reject this Joint Plan.
Without in any way limiting the foregoing, all injunctions or stays entered in
this Case and  existing immediately prior to the Confirmation Date shall remain
in full force and effect until the Effective Date. As used in this Section, the
terms  "directors" and "advisors" include without limitation, the Special
Committee of the Debtor's Board of Directors, and its members and advisors. In
addition, this section:(i) in no way effects the right or ability of
parties-in-interest to challenge professional fees; (ii) does not release
Coco's or Carrows from any Claims or Causes of Action that creditors of Coco's
or Carrows (other than  Advantica or Denny's, whose claims against Coco's or
Carrows are released) may have that are separate from any Claims or Causes of
Action that such creditors have or may have against the Debtor; and (iii) does
not release any claim related to or arising out of claims filed by the Pension
Benefit Guaranty Corporation in the Debtor's Chapter 11 case. The releases are
an integral and material part of this Plan and Settlement Agreement.

                  9.04     Retention of Jurisdiction.

                  (a)      Following the Effective  Date, the  Bankruptcy Court
 shall retain and have  jurisdiction  for the following purposes:

                  (i)      to adjudicate all controversies concerning the
                           classification or allowance of any Claims or
                           Interests;

                  (ii)     to liquidate, allow, or disallow any Claims which
                           are disputed, contingent, or unliquidated;

                  (iii)    to determine any and all objections to the allowance
                           of Claims or Interests, or counterclaims to any
                           Claim;

                  (iv)     to determine any and all applications for allowance
                           of compensation and reimbursement of expenses and
                           any other fees and expenses authorized to be paid or
                           reimbursed under the Bankruptcy Code or this Joint
                           Plan;

                  (v)      to determine any applications pending on the
                           Effective Date for the rejection or assumption of
                           executory contracts or unexpired leases or for the
                           assumption and assignment, as the case may be, of
                           executory contracts or unexpired leases to which the
                           Debtor is a party or with respect to which it may be
                           liable, and to hear and determine, and if need be,
                           to liquidate, any and all Claims arising therefrom;

                                      21
<page>

                  (vi)     to adjudicate any actions brought by the Debtor on
                           any Causes of Action,  at any time prior to
                           expiration of the relevant statute of limitations;

                  (vii)    to determine any and all applications, adversary
                           proceedings, and contested or litigated matters that
                           may be pending on the last date for objections to
                           Claims;

                  (viii)   to consider any modifications of this Joint Plan,
                           remedy any ambiguity, defect, or omission, or
                           reconcile any inconsistency in any order of the
                           Bankruptcy Court, including the Confirmation Order,
                           to the extent authorized by the Bankruptcy Code;

                  (ix)     to determine all  controversies,  suits and disputes
                           that may arise in connection  with the
                           interpretation, enforcement, or consummation of this
                           Joint Plan;

                  (x)      to consider and act on the compromise and settlement
                           of any Claim or cause of action by or against the
                           Debtor or the Estate, including but not limited to
                           determining all controversies, suits and disputes
                           that may arise in connection with the
                           interpretation, enforcement or consummation of such
                           compromises and settlements previously approved by
                           the Bankruptcy Court or that may be approved in
                           the future;

                  (xi)     to issue  orders in aid of  execution  of this Joint
                           Plan to the extent  authorized  by section  1142 of
                           the Bankruptcy Code;

                  (xii)    to determine such other matters as may be set forth
                           in the Confirmation Order or which may arise in
                           connection with this Joint Plan or the Confirmation
                           Order; and

                  (xiii)   to adjudicate disputes over the issuance of New
                           Common Stock to Holders of Allowed Claims.

                  (b) The Bankruptcy Court shall have exclusive jurisdiction
over any action against any of the Entities exculpated pursuant to this Joint
Plan based upon any act or omission in connection with, or arising out of, the
Case, the proposed confirmation or consummation of this Joint Plan, or the
administration of the Case or this Joint Plan, or the property to be
distributed under this Joint Plan.

                  9.05 Subordination Rights. The classification and treatment
of all Claims and Interests under this Joint Plan shall be in full settlement
and satisfaction of any contractual, legal and equitable subordination rights,
whether arising under general principles of equitable subordination, section
510(c) of the Bankruptcy Code, or otherwise, that a Holder of a Claim or
Interest may have against other Claim Holders with respect to any distribution
made pursuant to this Joint Plan.

                                      22
<page>

                  9.06 Effectuating Documents; Further Transactions; Timing.
The Proponents and the Reorganized Debtor are authorized to execute, deliver,
File, or record such contracts, instruments, releases, and other agreements or
documents and to take such actions as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Joint Plan.
All transactions that are required to occur on the Effective Date under the
terms of this Joint Plan  shall be deemed to have occurred simultaneously.
Creditors, including the Holder(s) of Bank Facility Claims against the Debtor,
shall deliver in recordable form all documents or instruments reasonably
requested by the Committee, the Debtor, or the Reorganized Debtor to cancel of
record all mortgages, liens, security interests, and encumbrances on any
purported collateral for their Claims. Upon application by the Proponents, the
Bankruptcy Court may issue an order directing any necessary party to execute,
deliver, or to join the execution or delivery of an instrument or document, and
to perform any act necessary for the consummation of this Joint Plan.

                  9.07 Ratification of Actions Taken. Entry of the Confirmation
Order and the occurrence of the Effective Date shall ratify all transactions
effected by the Proponents from and including the Petition Date through the
Effective Date. After entry of the Confirmation Order, all Creditors and
Interest Holders shall be enjoined and restrained from commencing or continuing
any action or proceeding arising out of or related to the consummation of the
transactions contemplated by this Joint Plan, except the entry of the
Confirmation Order shall not enjoin or restrain any action or proceeding to
enforce rights and obligations created by the Stipulation and Agreement
implementing the Global Settlement that survive the Effective Date.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

                  10.01 Exemption from Transfer Taxes. Pursuant to section
1146(c) of the Bankruptcy Code, the (i) issuance, transfer or exchange of
securities or other property under this Joint Plan; (ii) creation, transfer,
filing or recording of any mortgage, deed of trust, financing statement or
other security interest; or (iii) the making, delivery, filing or recording of
any deed or other instrument of transfer under, in furtherance of, or in
connection with this Joint Plan, shall not be subject to any stamp tax, real
estate tax, conveyance, filing or transfer fees, mortgage, recording or other
similar tax, or other government assessment. All recording officers and other
entities whose duties include recordation of documents lodged for recording
shall record, file, and accept such documents delivered under this Joint Plan
without the imposition of any charge, fee, governmental assessment, or tax.

                  10.02 Exculpation. Neither the Committee, the Debtor,
Advantica, or Denny's, nor any of their respective members, officers, directors,
employees, advisors, consultants, attorneys, affiliates, or agents shall have
or incur any liability to the Debtor, the Reorganized Debtor, or any Holder of
a Claim or Interest for any act or omission in connection with, or arising out
of, the Case, the proposed confirmation or consummation of this Joint Plan, the
administration of the Case or this Joint Plan, or the property to be
distributed under this Joint Plan, except for willful misconduct and gross
negligence, and in all respects shall be entitled to rely upon the advice of
counsel with respect to their duties and responsibilities under the Bankruptcy
Code and this Joint Plan. As used in this Section, the terms "directors" and

                                      23
<page>

"advisors" include without limitation, the Special Committee of the Debtor's
 Board of Directors, and its members and advisors.

                  10.03 Revocation or Withdrawal of this Joint Plan. If the
Proponents revoke or withdraw this Joint Plan, then this Joint Plan shall be
deemed null and void.

                  10.04 Binding Effect. This Joint Plan shall be binding upon,
and shall inure to the benefit of, the Debtor, the Reorganized Debtor, the
Holders of all Claims and Interests, and their respective successors and
assigns. Confirmation of this Joint Plan binds each of the Holders of Claims
and Interests to the terms and conditions of this Joint Plan, whether or not
such Holder has voted to accept this Joint Plan.

                  10.05 Construction. The rules of construction set forth in
section 102 of the Bankruptcy Code shall apply to construction of this Joint
Plan.

                  10.06 Time. In computing any period of time prescribed or
allowed by this Joint Plan, unless otherwise set forth herein, the provisions
of Bankruptcy Rule 9006 shall apply.

                  10.07 Headings. The headings used in this Joint Plan are
inserted for convenience only and neither constitute a portion of this Joint
Plan nor are intended in any manner to affect any interpretation of the
provisions of this Joint Plan.

                  10.08 Governing Law. Except to the extent that the Bankruptcy
Code or other federal law is applicable, the rights, duties and obligations of
any Entity arising under this Joint Plan shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of New York,
without regard to New York choice of law provisions.

                  10.9 Existence of Committee. The Committee shall continue in
existence until the Effective Date, upon which date the Committee shall be
disbanded.

                  10.10 Survival of Certain Terms of the Notes Indenture.
Notwithstanding the termination and cancellation of the Notes and the Notes
Indenture with respect to the Debtor, the provisions of the Notes Indenture
governing the relationship of the Notes Trustee and the Holders of Notes,
including those provisions relating to distributions, the Notes Trustee's right
to payment and liens on property to be distributed to Holders of Notes, if any,
and the Notes Trustee's right of indemnity, if any, shall not be affected by
this Joint Plan.

                  10.11 Payment of Statutory Fees. No later than the Effective
Date, the Debtor shall have paid all fees due to the United States Trustee
through the Effective Date. Such fees which accrue after the Effective Date and
until the Case is closed shall be the sole responsibility of, and shall be
payable by, the Reorganized Debtor.

                                      24
<page>

                  10.12 Cramdown. At the Confirmation Hearing, the Proponents
intend to seek Confirmation of this Joint Plan notwithstanding the rejection or
deemed rejection of this Joint Plan by impaired Classes of Creditors or
Interests.

                  10.13 Post Consummation Effect of Evidences of Claims or
Interests. Notes, stock certificates, and other evidence of Claims against or
Interests in the Debtor shall, effective on the Effective Date, represent only
the right to participate in the distributions contemplated by this Joint Plan.

                  10.14 Successors and Assigns. The rights, benefits, and
obligations of any Entity named or referred to in this Joint Plan shall be
binding upon, and shall inure to the benefit of, the heir, executor,
administrator, successor, or assignee of such Entity.

                  10.15 Inconsistencies. In the event that there is any
inconsistency between this Joint Plan, the Disclosure Statement, the
Stipulation and Agreement, any exhibit to this Joint Plan, or any other
instrument or document created or executed pursuant to this Joint Plan, this
Joint Plan shall govern.

                  10.16 Compliance With Applicable Law. It is intended that the
provisions of this Joint Plan (including the implementation thereof) shall be
in compliance with applicable law, including, without limitation, the
Bankruptcy Code, the Securities Act of 1933, and the Internal Revenue Code,
each as amended, as well as any rules and regulations promulgated thereunder.
If the Proponents conclude that this Joint Plan may not comply with any of the
foregoing, then the Proponents may amend this Joint Plan in such respects as
they deem necessary to bring this Joint Plan into compliance therewith, subject
to the provisions herein governing amendment of this Joint Plan.

                  10.17 Modification of this Joint Plan. Subject to section
1127 of the Bankruptcy Code, the Proponents may amend or modify this Joint
Plan, and shall work cooperatively to remedy any defect or omission, or
reconcile any  inconsistency in this Joint Plan in such manner as may be
necessary to carry out the purpose and intent of this Joint Plan. Every
amendment or modification of this Joint Plan shall supersede and render null
and void all prior versions of this Joint Plan.

                  10.18  Section 1125(e) of the Bankruptcy Code.

                  (a) The Proponents have, and upon confirmation of this Joint
Plan shall be deemed to have, solicited acceptances of this Joint Plan in good
faith and in compliance with the applicable provisions of the Bankruptcy Code;
and

                  (b) The Proponents (and their respective Affiliates, agents,
directors, officers, employees, advisors, and attorneys) have participated in
good faith and in compliance with the applicable provisions of the Bankruptcy
Code in the offer, issuance, sale, and purchase of the securities offered and
sold under this Joint Plan, and therefore are not, and on account of such offer,
issuance, sale, solicitation, and/or purchase will not be, liable at any time
for the violation of any applicable law, rule, or regulation governing the
solicitation of acceptances or rejection of this Joint Plan or the offer,

                                      25
<page>

issuance, sale, or purchase of the securities offered and sold under this Joint
Plan.

Dated:  May 1, 2002

           THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FRD ACQUISITION CO.

           By:               /s/ Mark Zand
                    ------------------------------

           Name:    MARK ZAND
           Title:   Chairman


           FRD ACQUISITION CORP.


           By:               /s/ Raul R. Tapia
                    ------------------------------

           Name:    RAUL R. TAPIA
           Title:   Chairman of the Board


           ADVANTICA RESTAURANT GROUP, INC.


           By:               /s/ Kenneth E. Jones
                    ------------------------------

           Name:    KENNETH E. JONES
           Title:   Vice President and Treasurer


           DENNY'S, INC.


           By:               /s/ Kenneth E. Jones
                    ------------------------------

           Name:    KENNETH E. JONES
           Title:   Vice President and Treasurer


                                      26
<PAGE>


                                  SCHEDULE 1
                               (Debt Financing)


General
-------

Maximum Credit Line            $30,000,000




Purpose........................ to  facilitate  the  restructure  and
                                emergence of the Debtor from its Chapter 11
                                Case,  as well as for general needs  of  the
                                Reorganized  Debtor,  including  working
                                capital and capital expenditures.


Structure
---------

Term Loan...................... Lender  would make  available an amount
                                equal to the least of (i)  $20,000,000,
                                (ii)   35%  of   Reorganized   Debtor's
                                enterprise    value   as   periodically
                                determined  by an appraiser  acceptable
                                to lender,  and (iii) one times (1.00X)
                                Reorganized  Debtor's  trailing  twelve
                                months EBITDA.


Term Loan Amortization......... The  Term  Loan   would   amortize as follows:

                                                   Monthly
                                Contract           Principal
                                Period            Amortization

                                0-6                   $0
                                Months          $150,000
                                7-12            $250,000
                                Months
                                Year 2

                                      27
<PAGE>



Revolving Loan................. Lender  would make  revolving  advances
                                in an amount equal to the lesser of
                                (i) $10,000,000 and (ii) one-half times
                                (0.50X) Reorganized Debtor's trailing
                                 twelve months EBITDA



Interest Rate & Fees
--------------------

Interest Rate.................. Floating at Prime + 5.50%


Closing Fee.................... A fee  equal  to two  percent  (2.00%)  of  the
                                Maximum Credit  Line would be earned and
                                payable at the initial loan closing.



Anniversary Fee................ A fee  equal  to one  percent  (1.00%)  of  the
                                Maximum Credit  Line  would be  earned  and
                                payable  upon the anniversary of the initial
                                loan closing.



Servicing Fee.................. $5,000 would be earned and payable monthly, in
                                arrears



Security & Covenants
--------------------

Collateral..................... As  collateral  for all its loans and
                                advances,  Lender would have a first priority
                                perfected security interest in all of
                                Borrower's assets.



Financial Covenants............ Reorganized   Debtor   would  be  required  to
                                maintain various   financial    covenants,
                                including   maximum debt/EBITDA  ratio  and
                                minimum  EBITDA.  Each of which would  be
                                based  at  a  20%  discount  of   Reorganized
                                Debtor's projected operating performance.


Contract Terms
--------------

Maturity....................... Two (2) years from the initial loan closing.


Prepayment Fee................. One-tenth of one percent  (0.10%) of the
                                Maximum  Credit Line times the number of months
                                remaining until Maturity.


                                      28
<page>

Material Conditions Precedent
-----------------------------

Business Plan.................. Lender's  review  of  Reorganized   Debtor's
                                business plan and property leases.



Audit Survey................... Completion  of Audit  Survey of  Reorganized
                                Debtor's books and records.


Reorganization................. Debtor's emergence and reorganization from
                                Chapter 11.



Enterprise Valuation........... Lender   shall    receive   an    acceptable
                                enterprise  valuation of Reorganized Debtor,
                                completed  by  an  appraiser  acceptable  to
                                Lender.

Minimum Availability at Closing. $10,000,000



                                      29
<PAGE>



Cash Infusion.................. In conjunction with the contemplated
                                financing, Reorganized Debtor's
                                capitalization will include a cash infusion
                                of at least $5,000,000, in the form of
                                equity and/or subordinated debt.


Reference Checks............... Borrower's management team should be
                                acceptable to Lender and acceptable
                                background checks would be completed on
                                Reorganized Debtor's management.



Material Adverse Change........ Lender  shall not be  obligated  to fund the
                                credit  facility  if there is any  change in
                                circumstances  or conditions with respect to
                                the   credit   facility,   the   collateral,
                                Debtor,   or  prevailing  market  conditions
                                which   Lender   determines   in  its   sole
                                discretion   may  materially  and  adversely
                                affect  the  value or  marketability  of the
                                collateral  or the  ability  of  Reorganized
                                Debtor to  comply  with the  obligations  of
                                the credit facility.

Intercreditor Agreement........ Lender  shall  enter  into an  intercreditor
                                and/or   subordination   agreement(s)   with
                                Advantica  and any  other  lending  party as
                                deemed  necessary  by  Lender  on terms  and
                                conditions acceptable to Lender.



                                      30
<PAGE>


                                   SCHEDULE 2
                               (Equity Financing)




                  Summary of Principal Terms of Privately Placed Units
   Each Unit Comprised of (i) One Share of Cumulative Preferred Stock,
   Series A,
                                       and
             (ii) One Warrant to purchase 250 shares of common stock





Issuer                          FRD  Acquisition   Co.,  a  Delaware
------                          corporation  (the "Company")


Purchasers                      FRD Funding, LLC, a Delaware limited
----------                      liability company, an affiliate of
                                Wexford Capital LLC ("FRD Funding"),
                                and other electing holders of Allowed
                                Claims in Classes 4 and 5 which are
                                "accredited investors" (as that
                                term is defined in Rule 501(a) under
                                the Securities Act of 1933 ("Securities Act"))
                                (each, a "Purchaser")


Securities                      Units (a "Unit"), each Unit consisting of 1
----------                      share of Cumulative Preferred Stock, Series A,
                                par value $0.01 per share (the "`Series A
                                Preferred Stock"), and 1 warrant (a "Warrant")
                                to purchase 250 shares of New Common Stock, par
                                value $0.01 per share, of the Company.

Offering
--------
      Securities offered        Each  Purchaser  shall be entitled to purchase
                                Units up to the same  proportion  that such
                                Purchaser's  Allowed Claim  bears  to  the
                                aggregate  of all  Class  4 and 5 Claims (with
                                respect to each  Purchaser,  the "Pro Rata
                                Percentage");   provided   that  FRD  Funding
                                shall  be entitled  and has agreed to purchase
                                all Units  offered by the Company not
                                subscribed  for by other  Holders of Allowed
                                Class 4 and 5 Claims  in order to  ensure  that
                                the full 5,000 Units are sold.

                                      31
<page>

     Offering price per Unit    $1,000 per Unit


     Closing Date               The Effective Date of the Joint Plan or such
                                later date as the Company and FRD Funding may
                                agree.


     Structure                  The  Offering  of the  Units  shall be
                                registration under Section 4(2)  of  the
                                Securities   Act   and   under   corresponding
                                provisions of state  securities  law and the
                                Units shall be offered  and sold solely to
                                "accredited  investors," as defined under
                                the Securities  Act. The Offering shall
                                be limited to $5,000,000 of Units.

Series A Preferred Stock
------------------------


     Designation and Number     The series of preferred stock described herein
     of  Shares                 shall consist of 15,000 shares and shall be
                                designated "Cumulative Preferred Stock,
                                Series A", par value $0.01 per share, ("Series
                                A Preferred Stock").

     Dividends                  Dividends  shall accrue on the Series A
                                Preferred Stock prior to the Mandatory
                                Redemption  Date  (as  defined below)  at the
                                rate of 12% per annum  payable  quarterly
                                in cash or, at the  option of the  Company  for
                                a period not to exceed two years from the
                                closing date, payable in whole or in part in
                                kind in  additional  shares  of Series  A
                                Preferred Stock based on the Liquidation
                                Preference(as defined below) of the Series A
                                Preferred Stock at the rate of 15% per annum.
                                No other dividends shall  be  declared  or
                                shall accrue  on the  Series A Preferred
                                Stock.  To the  extent  funds  are  legally
                                available, the Company is  obligated to declare
                                and pay the dividends on the Series A Preferred
                                Stock.


     Voting                     Each  share  of  Series  A  Preferred   Stock
                                shall  be entitled to vote only on those
                                matters  required by law and,  unless the vote
                                or consent of holders of a greater number of
                                shares  shall be  required  by law or by the
                                Company's  certificate of incorporation,  the
                                vote of at least 66 2/3% of the  votes

                                      32
<page>

                                entitled  to be cast by the holders of the
                                shares of Series A Preferred  Stock shall
                                be necessary  for: (i)  amendment,  alteration
                                or repeal of any of the  provisions of the
                                Company's  certificate of incorporation  that
                                materially  adversely affects the voting
                                powers,  rights or preferences of the holders
                                of the Series A Preferred  Stock or any other
                                action which adversely  alters or amends the
                                terms,  relative rights, preferences,  and
                                limitations of the Series A Preferred
                                Stock;  and (ii) the  authorization  or
                                creation  of, or the increase in the authorized
                                amount of any shares of, (x)  any  class  or
                                series  of  capital  stock  of  the Company,
                                the terms of which expressly  provide that the
                                shares   thereof  rank  senior  as  to  the
                                payment of dividends  or  the   distribution
                                of  assets  upon  the liquidation,  dissolution
                                or winding up of the  Company to the shares of
                                the Series A Preferred  Stock  ("Senior
                                Securities"),  or (y) any security  convertible
                                into, or exchangeable  or exercisable  for,
                                shares of any Senior Securities.

Mandatory Redemption            On the  fifth  anniversary  of  the  first
                                issuance  of Series A  Preferred  Stock  (the
                                "Mandatory  Redemption Date"),  the shares of
                                Series A Preferred Stock shall be redeemed  by
                                the Company out of the funds of the Company
                                legally  available  therefor,  for an  amount
                                per share equal to the Redemption  Price (as
                                defined below).  Upon the   redemption
                                thereof,   the  shares  of  Series  A
                                Preferred  Stock  shall be  restored  to the
                                status  of authorized but  undesignated  and
                                unissued shares of the preferred  stock of the
                                Company.  To the extent that, as of the
                                Mandatory  Redemption  Date,  the  funds
                                of the Company  legally  available for
                                redemption  payments to the holders of Series
                                A Preferred  Stock will be, or are anticipated
                                to be,  insufficient to redeem all shares of
                                Series A  Preferred  Stock  (as  determined
                                in the sole discretion  of the  Company),  the
                                Company  shall redeem the Series A Preferred
                                Stock to the extent of its funds legally
                                available for such  redemption,  pro rata among
                                the    holders    of   Series   A    Preferred

                                      33
  <page>

                                Stock. Notwithstanding  anything to the
                                contrary  herein,  any holder (or all holders)
                                of Series A Preferred  Stock may waive his or
                                its respective  rights to redemption of its
                                Series A  Preferred  Stock on the  Mandatory
                                Redemption Date. To the extent  shares of
                                Series A Preferred  Stock are not redeemed on
                                the Mandatory  Redemption Date, such
                                shares shall remain  outstanding  and shall
                                continue to accrue  dividends  until  such time
                                as the  Company  has sufficient  funds  legally
                                available  to  redeem  such shares  (including
                                payment  of all  accrued  and unpaid interest),
                                whereupon  such shares shall  promptly be so
                                redeemed by the Company.

                                "Redemption Price" shall mean the amount equal
                                to the sum of (i) the Liquidation Preference
                                per share of Series A Preferred Stock (as
                                the same shall be proportionately  adjusted for
                                stock splits, combinations or recapitalizations
                                affecting Series A Preferred Stock or dividends
                                or distributions of shares of Series A
                                Preferred Stock, or similar events or
                                transactions), plus (ii) all accrued but unpaid
                                dividends on such share of Series A
                                Preferred Stock as of the Redemption Date.



     Optional Redemption        The Company  may, at its sole  discretion,  at
                                any time, redeem all or a portion of the then
                                outstanding  shares of Series A Preferred
                                Stock at a  redemption  price per share equal
                                to the  Liquidation  Preference per share of
                                Series A  Preferred  Stock,  plus all accrued
                                and unpaid dividends  thereon  as of the
                                effective  date  of  such optional  redemption;
                                provided,  however, to the extent not all
                                shares  of Series A  Preferred  Stock are to be
                                redeemed by the Company,  any such  redemption
                                shall be made among holders of Series A
                                Preferred  Stock pro rata based  on  their
                                respective ownership percentage  of Series A
                                Preferred  Stock as of the relevant  redemption
                                date.


     Liquidation Rights         In  the   event   of  any   voluntary   or
                                involuntary liquidation,  dissolution,  or
                                winding up of the Company prior   to   the
                                Mandatory    Redemption    Date   (a
                                "Liquidation"),  before any payment or

                                      34
<page>

                                distribution  of assets  of the  Company  shall
                                be made to,  or set apart for,  the  holders
                                of the  common  stock  or any  other capital
                                stock of the Company  not ranking  prior to, or
                                on a  parity  with,  the  Series  A  Preferred
                                Stock in respect of rights  upon a
                                Liquidation, the  holders of the Series A
                                Preferred  Stock shall first be entitled to
                                receive  payment  out of  such  assets  of  the
                                Company legally available  therefor equal to
                                $1,000 per share of Series A  Preferred  Stock
                                (as the same may be  adjusted proportionately
                                for splits, combinations, recapitalizations,
                                etc.)(the "Liquidation Preference").  If  the
                                assets of the Company legally available for
                                distribution to holders of Series A Preferred
                                Stock in connection with a Liquidation  (after
                                payments  have been made to the creditors of
                                the Company and as otherwise  required by law)
                                are insufficient to permit  full  payment  to
                                the holders of the Series A Preferred  Stock of
                                an amount equal to the Liquidation Preference
                                per share,  such assets legally available for
                                distribution  in connection  with a
                                Liquidation (after payments have been made to
                                the creditors of the Company and as otherwise
                                required by law) shall be  distributed ratably
                                among the holders of the outstanding Series A
                                Preferred Stock.

 Warrants                       Each Warrant  shall entitle its holder to
                                purchase up to 250  shares of New  Common
                                Stock (as the same  shall be proportionately
                                adjusted for stock splits,  combinations
                                or  recapitalizations  affecting  New  Common
                                Stock  or dividends  or  distributions  of
                                shares  of New  Common Stock,  or  similar
                                events or  transactions  and as the same may
                                be  adjusted   upon   certain   issuances  of
                                additional  shares of New Common  Stock by the
                                Company) at a price  per  share  of $4.00
                                (as the same  shall be proportionately adjusted
                                for stock splits, combinations or
                                recapitalizations  affecting  New  Common
                                Stock or dividends or distributions of shares
                                of New Common Stock, or similar  events or
                                transactions  and as the same  may  be

                                      35
<page>

                                adjusted upon certain issuances of additional
                                shares of New Common Stock by the Company) (the
                                "`Exercise  Price").  The Exercise  Price
                                shall be payable either in (i) cash, (ii) by
                                surrender of shares of  Series A Preferred
                                Stock, with each share surrendered having a
                                value equal to the Liquidation Preference
                                thereof  together with accrued and unpaid
                                dividends  thereon  through the date of such
                                surrender,(iii) a  combination  of cash  and
                                Series  A  Preferred Stock or (iv) by cashless
                                exercise of the Warrant.

                                Warrants will be exercisable after the Closing
                                Date and on or prior to the tenth anniversary
                                of the Closing Date.

Registration Rights             S-3 Demand Rights:

                                At such time as the Company becomes eligible
                                to use Form S-3 (or any comparable successor
                                form)for registration of the shares of New
                                Common Stock issued or issuable upon
                                the conversion of the Warrants (the
                                "Warrant Shares"), the Company will use
                                commercially reasonable efforts reasonable
                                efforts to file a registration statement on
                                Form S-3 with the Securities and Exchange
                                Commission covering the Warrant Shares as
                                soon as practicable following the request of
                                holder of a majority of the Warrant Shares.
                                The Company will use commercially reasonable
                                efforts to cause such registration statement to
                                become  effective as soon thereafter as
                                reasonably practicable. Notwithstanding
                                contrary herein the Company shall not be
                                required to file such a registration statement
                                (i) if it is not eligible for use of Form S-3
                                (or successor form), (ii) if the Company  has
                                already effected two such registrations, (iii)
                                if the holders of the Warrants propose to
                                sell Warrant Shares at an aggregate price to
                                the public of less than $1,000,000 or (iv)
                                if the securities to be registered pursuant
                                hereto are eligible to be sold pursuant to Rule
                                144 of the Securities Act during any 90-day

                                      36
<page>

                                period. The selling holders shall be
                                responsible for all of their own selling
                                expenses.

                                Piggyback Rights:

                                Each holder of Warrant Shares shall have the
                                right to have its Warrant Shares included in
                                any registration statement of the Company
                                (subject to limited exceptions)registering
                                shares of its New Common Stock; provided,
                                however, if the underwriter determines in good
                                faith that marketing factors require a
                                limitation of the number of shares to be
                                underwritten, the number of shares that may be
                                included in the underwriting shall be
                                allocated, first to the Company, second to the
                                holders of the Warrant Shares pro rata based on
                                the number of Warrant  Shares proposed to be
                                sold in the offering held by such holders; and
                                third to any other stockholders of the Company
                                on a pro rata basis.


























                                      37














</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>frdpr.txt
<DESCRIPTION>FRD DIVESTITURE / NAME CHANGE PR
<TEXT>
Investor Contact:       Ken Jones
                        864-597-8658

Media Contact:          Debbie Atkins
                        864-597-8361



ADVANTICA COMPLETES FRD DIVESTITURE AND CHANGES NAME TO DENNY'S

SPARTANBURG, S.C., July 11, 2002 -- Advantica Restaurant Group, Inc.
(OTCBB: DINE) announced that it closed, effective yesterday, the divestiture of
its subsidiary FRD Acquisition Co., which is the parent company of the Coco's
and Carrows restaurant brands.  The divestiture was completed through FRD's
Chapter 11 reorganization proceedings.  Pursuant to the plan of reorganization,
FRD's unsecured creditors, who were generally the holders of FRD's 12 1/2%
senior notes, received 100% of the reorganized equity of FRD.

        As part of the transaction, Advantica's subsidiary, Denny's, Inc.,
received a payment of $32,501,059 in connection with FRD's senior secured credit
facility where Denny's was lender. Such payment represented all outstanding
obligations under the facility less a $10,000,000 discount. This was the maximum
amount payable to Denny's under the plan of reorganization and settlement
agreement previously entered into between the parties and approved by the
bankruptcy court.

        FRD's Letters of Credit under the prior credit facility remain
outstanding. The letters of credit secure certain obligations of FRD and its
subsidiaries under various insurance programs which are anticipated to be
satisfied in the ordinary course of business. Denny's has agreed to continue to
provide the cash collateral supporting these letters of credit (currently
$5,707,197) for a fee until the letters of credit terminate or are replaced.
Denny's also received a separate four-year note payable from reorganized FRD for
continuing to provide the cash collateral.

        In connection with the divestiture, Advantica and FRD have entered into
a Transition Services Agreement, whereby Advantica will continue to provide
various management and support services for a fee over an initial term of up to
one year.

        With the closing of the FRD divestiture, Advantica has now completed its
transition from a restaurant holding company to a one-brand entity in Denny's.
Accordingly, effective today Advantica will change its name to Denny's
Corporation. In addition, starting tomorrow, the company's common stock will
begin trading under the new ticker symbol "DNYY". The company's stock will
continue to trade on the OTC bulletin board.

<PAGE>


        Denny's is America's largest full-service family restaurant chain,
operating directly and through franchisees over 1,700 Denny's restaurants in the
United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico.
For further information on the Company, including news releases, links to SEC
filings and other financial information, please visit the Denny's website at
www.dennys.com.

        Certain matters discussed in this release may constitute forward looking
statements involving risks, uncertainties, and other factors that may cause the
actual performance of Denny's Corporation, its subsidiaries and underlying
restaurants to be materially different from the performance indicated or implied
by such statements. Factors that could cause actual performance to differ
materially from the performance indicated by such statements include, among
others: the Company's ability to maintain continuity of operations; the
competitive pressures from within the restaurant industry; the level of success
of the Company's operating initiatives and advertising and promotional efforts;
changes in business strategy or development plans; terms and availability of
capital; regional weather conditions; overall changes in the general economy,
particularly at the retail level; and other factors from time to time set forth
in the Company's SEC reports, including but not limited to the discussion in
Management's Discussion and Analysis and the risks identified in Exhibit 99
contained in the Company's Annual Report on Form 10-K for the year ended
December 26, 2001 (and in the Company's subsequent quarterly reports on Form
10-Q).


</TEXT>
</DOCUMENT>
</SUBMISSION>
