-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cv9NFzr+l7e0alMYEYDM0S0O68tn4EnE9cmvDH11HfoFf5esZN5htZO9SsVQD2Kk NrqfaN9EMiWIQukfiq3b+g== 0001264128-09-000053.txt : 20090217 0001264128-09-000053.hdr.sgml : 20090216 20090217141201 ACCESSION NUMBER: 0001264128-09-000053 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFC ENTERPRISES INC CENTRAL INDEX KEY: 0001041379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 582016606 STATE OF INCORPORATION: MN FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77920 FILM NUMBER: 09610146 BUSINESS ADDRESS: STREET 1: 5555 GLENRIDGE CONNECTOR, NE, SUITE 300 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4044594450 MAIL ADDRESS: STREET 1: 5555 GLENRIDGE CONNECTOR, NE, SUITE 300 CITY: ATLANTA STATE: GA ZIP: 30342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brenner West Capital Advisors, LLC CENTRAL INDEX KEY: 0001425999 IRS NUMBER: 202657677 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 110 EAST 42ND STREET STREET 2: SUITE 1419 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-801-1255 MAIL ADDRESS: STREET 1: 110 EAST 42ND STREET STREET 2: SUITE 1419 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 sc13g-afc_12312008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* AFC Enterprises, Inc. ------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ----------------------------------------------- (Title of Class of Securities) 00104Q107 --------------- (CUSIP Number) December 31, 2008 ------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 00104Q107 1.Name of Reporting Person Brenner West Capital Advisors, LLC 2.Check the Appropriate Box if a Member of a Group. (a)[ ] (b)[X] 3. SEC Use Only. 4. Citizenship or Place of Organization. Delaware 5. Sole Voting Power -0- Number of Shares Beneficially Owned by Each 6. Shared Voting Power Reporting Person With 1,510,513 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 1,510,513 9. Aggregate Amount Beneficially Owned by Reporting Person. 1,510,513 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares N/A 11. Percent of Class Represented by Amount in Row (9) 6.0% 12. Type of Reporting Person IA Item 1(a):Name of Issuer: AFC Enterprises, Inc. Item 1(b):Address of Issuer's Principal Executive Offices: 5555 Glenridge Connector, NE Suite 300 Atlanta, Georgia Items 2(a)Name of Person Filing; Address of Principal Business Office and 2(b): This statement is filed by Brenner West Capital Advisors, LLC ("Brenner West"), which acts as investment manager to one or more private investment funds (the "Funds"). The principal business address of the reporting person is 110 East 42[nd] Street, Suite 1419, New York, NY 10017. Item 2(c):Citizenship: Brenner West is a Delaware limited liability company. Item 2(d):Title of Class of Securities: Common Stock, par value $0.01 per share ("Common Stock") Item 2(e):CUSIP Number: 00104Q107 Item 3: If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [X] An investment adviser in accordance with Rule13d- 1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J). Item 4: Ownership: The following states the beneficial ownership of Brenner West as of December 31, 2008. This report relates to the same shares of Common Stock which may be deemed to be owned directly (in the aggregate) by the Funds, none of which individually beneficially own more than 5% of the class; and indirectly by Brenner West, who, as the investment manager to the Funds, shares the power to direct the vote or disposition of such securities. (a) Amount beneficially owned: 1,510,513 (b) Percent of class: 6.0%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,510,513 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 1,510,513 Item 5: Ownership of Five Percent or Less of a Class: Not Applicable Item 6: Ownership of More than Five Percent on Behalf of Another Person: The Funds have the right to receive dividends from and the proceeds of the sale of the subject securities owned by such entities. None of such parties owns beneficially more than 5% of the class. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not Applicable. Item 8: Identification and Classification of Members of the Group: Not Applicable. Item 9: Notice of Dissolution of Group: Not Applicable. Item 10: Certification: By signing below each of the undersigned certifies that, to the best of the undersigned's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 17, 2009 Brenner West Capital Advisors, LLC /s/ Craig Nerenberg ___________________________________ Craig Nerenberg Managing Member -----END PRIVACY-ENHANCED MESSAGE-----