SC 13G/A 1 advantica.txt SUBMISSION: ACCESSION NUMBER: 0000021175-02-000003 TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILING DATE: 20030207 SUBJECT COMPANY: COMPANY DATA: CONFORMED NAME: ADVANTICA RESTAURANT GROUP INC CIK: 0000852772 ASSIGNED SIC: 5812 IRS NUMBER: 133487402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A ACT: 34 FILE NUMBER: 005-40568 FILM NUMBER: 1537464 BUSINESS ADDRESS: STREET1: 203 E MAIN ST CITY: SPARTANBURG STATE: SC ZIP: 29319 PHONE: 8645978000 MAIL ADDRESS: STREET1: 203 EAST MAINE STREET CITY: SPARTANBURG STATE: SC ZIP: 29319 FORMER COMPANY: FORMER CONFORMED NAME: FLAGSTAR COMPANIES INC DATE CHANGED: 19930722 FORMER COMPANY: FORMER CONFORMED NAME: TW HOLDINGS INC DATE CHANGED: 19920703 FILED BY: COMPANY DATA: CONFORMED NAME: CNA FINANCIAL CORP CIK: 0000021175 ASSIGNED SIC: 6331 IRS NUMBER: 366169860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET1: CNA PLZ STREET2: 23S CITY: CHICAGO STATE: IL ZIP: 60685 PHONE: 3128225000 MAIL ADDRESS: STREET1: CNA PLAZA STREET2: 23S CITY: CHICAGO STATE: IL ZIP: 60685 TYPE: SC 13G/A SEQUENCE: 1 DESCRIPTION: SC 13G/A Securities and Exchange Commission Washington, DC 20549 Under the Securities and Exchange Act of 1934 Schedule 13G Amendment No. 3* Advantica Restaurant Group Inc (Name of Issuer) Common Stock (Title of Class of Securities ) 00758B109 (CUSIP NUMBER) December 31, 2002 (Date of Event Requires Filing of This Statement) Check 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 in 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). 1) Name of Reporting Person: CNA Financial Corporation SS or IRS Identification 36-6169860 Nos. of Above Persons: 2) Check the Appropriate Box (a) (b) X If A Member of Group (See Instructions) 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of (5) Sole Voting Power 0 Shares Beneficially Owned (6) Shared Voting Power 0 by Each Reporting Person With: (7) Sole Dispositive Power 0 (8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 0 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11) Percent of Class Represented By Amount in Row 9 0.0% 12) Type of Reporting Person (See Instructions) HC Under Illinois Law, assets owned by Continental Casualty Company, an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. CNA Financial Corporation and Loews Corporation specifically disclaim beneficial ownership of the securities identified herein. 1) Name of Reporting Person: Loews Corporation SS or IRS Identification 13-2646102 Nos. of Above Persons: 2) Check the Appropriate Box (a) (b) X If A Member of Group (See Instructions) 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of (5) Sole Voting Power 0 Shares Beneficially Owned (6) Shared Voting Power 0 by Each Reporting Person With: (7) Sole Dispositive Power 0 (8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 0 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11) Percent of Class Represented By Amount in Row 9 0.0% 12) Type of Reporting Person (See Instructions) HC Under Illinois Law, assets owned by Continental Casualty Company an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. CNA Financial Corporation and Loews Corporation specifically disclaim beneficial ownership of the securities identified herein. 1) Name of Reporting Person: Continental Casualty Company SS or IRS Identification 36-2114545 Nos. of Above Persons: 2) Check the Appropriate Box (a) (b) X If A Member of Group (See Instructions) 3) SEC Use Only 4) Citizenship or Place of Organization Illinois Number of (5) Sole Voting 0 Shares Beneficially Owned (6) Shared Voting 0 by Each Reporting Person With: (7) Sole Dispositive Power 0 (8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 0 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11) Percent of Class Represented By Amount in Row 9 0.0% 12) Type of Reporting Person (See Instructions) IC Under Illinois Law, assets owned by Continental Casualty Company an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control of the subsidiary. CNA Financial Corporation and Loews Corporation specifically disclaim beneficial ownership of the securities identified herein. Item 1(a) Name of Issuer. Advantica Restaurant Group, Inc. Item 1(b) Address of Issuer's Principal Executive Offices Advantica Restaurant Group, Inc. 203 E. Main Street Spartanburg, SC 29319-9966 Item 2(a) Name of Persons Filing. CNA Financial Corporation Loews Corporation Continental Casualty Company Item 2(b) Address of Principal Business Office: Continental Casualty Company - CNA Plaza, Chicago, Illinois 60685 CNA Financial Corporation - CNA Plaza, Chicago, Illinois 60685 Loews Corporation - 667 Madison Avenue, New York, New York 10021-8087 Item 2(c) Citizenship: Continental Casualty Company - State of Illinois CNA Financial Corporation - State of Delaware Loews Corporation - State of Delaware Item 2(d) Title of Class of Securities Common Stock Item 2(e) CUSIP Number. 00758B109 Item 3. The persons filing this statement pursuant to Rule 13-1(b) or 13d-2 are each: (g) Parent Holding Company (HC) (Relevant subsidiary is Continental Casualty Company, an Illinois domiciled insurance company.) or an Insurance Company (IC). Item 4. Ownership. Under Illinois Law, assets owned by Continental Casualty Company an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control.) Continental CNA Loews Casualty Financial Corporation Company Corp. (a) Amount Beneficially Owned: 0 0 0 (b) Percent of Class 0.0% 0.0% 0.0% Item 4. Continental CNA Loews Casualty Financial Corporation Company Corp. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 0 0 (ii) shared power to vote or to direct vote 0 0 0 (iii) sole power to dispose or to direct disposition of 0 0 0 (iv) shared power to dispose or to direct disposition 0 0 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more ( X) Item 6. Ownership of More than Five Percent on Behalf of Another Person. Inapplicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported On By the Parent Holding Company. Continental Casualty Company, an Illinois insurance company (IC). (See Exhibit 1.) Item 8. Identification and Classification of Members of the Group. Inapplicable. Item 9. Notice of Dissolution of the Group. Inapplicable. Item 10. Certification of CNA Financial Corporation. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transactions having such purposes or effect. After reasonable inquiry and to the best of my knowledge and believe, I certify that the information set forth in this statement is true, complete and correct. February 10, 2003 Date /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Executive Vice President, General Counsel and Secretary Item 10. Certification of Loews Corporation. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transactions having such purposes or effect. After reasonable inquiry and to the best of my knowledge and believe, I certify that the information set forth in this statement is true, complete and correct. February 10, 2003 Date /s/ Gary W. Garson Signature Gary W. Garson Senior Vice President, Secretary and General Counsel Item 10. Certification of Continental Casualty Company. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transactions having such purposes or effect. After reasonable inquiry and to the best of my knowledge and believe, I certify that the information set forth in this statement is true, complete and correct. February 10, 2003 Date /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Executive Vice President, General Counsel and Secretary Exhibit 1 Loews Corporation holds approximately 90.0% of the equity of CNA Financial Corporation. CNA Financial Corporation owns 100.0% of the relevant subsidiary, Continental Casualty Company, an Illinois domiciled insurance company (IC). Continental Casualty Company is the direct owner of the position being reported. Exhibit 2 Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-l(f) of the Securities and Exchange Act of 1934, as amended, on behalf of each of the undersigned. CONTINENTAL CASUALTY COMPANY /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Executive Vice President, General Counsel and Secretary CNA FINANCIAL CORPORATION /s/ Jonathan D. Kantor Signature Jonathan D. Kantor Executive Vice President, General Counsel and Secretary LOEWS CORPORATION /s/ Gary W. Garson Signature Gary W. Garson Senior Vice President, Secretary and General Counsel