Denny's proxy fight follows Steak n Shake template

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A group of dissident investors have launched a proxy fight at the Denny's restaurant chain using the template that led to a successful takeover of Steak n Shake.

The group, which includes former Steak n Shake investor and consultant Jonathan Dash, has formed The Committee to Enhance Denny's, set up the Website enhancedennys.com, and is asking shareholders to approve its slate of three members on the eight-member Denny's board.

The existing management of Spartanburg, S.C.-based Denny's Corp., which operates the 1,551-store chain known for its Grand Slam breakfasts, is pointing to the Steak n Shake example as part of its strategy to block Dash and his group from winning board seats.

Sardar Biglari, now the chairman of Steak n Shake parent Biglari Holdings Inc., in 2007 formed a Committee to Enhance Steak n Shake, set up enhancesteaknshake.com and launched his own proxy fight.

Once Biglari gained a foothold, he quickly rose to CEO, cut costs and added new promotions. He also cut capital expenditures from an average of $55 million per year to just $5.8 million last year, a move that helped Steak n Shake snap a 14-quarter streak of declining same-store sales.

In the meantime, Biglari also converted Steak n Shake into a holding company for a range of investments, including those beyond the restaurant sphere, over which Biglari has complete authority. And he changed the parent company's name to Biglari Holdings.

The board of directors of Denny's, in an April 27 letter urging a vote for its own slate of directors at the Denny's annual meeting on May 19, said the dissident group has "very questionable motives."

"Both the past actions of its members and the manner in which the group has behaved in this process make clear that it has a self-interested agenda, including potentially seeking to gain control of the company without paying a premium to you and the rest of the company's stockholders," the company noted.

The Denny's investors, who already own about 6 percent of the company's outstanding shares, have blasted the chain's descent to second place in sales in its category, behind IHOP, along with poor historic stock performance, "inappropriately high" administrative expenses and low stock ownership among board members. They also are critical of the chain's $150 million in expenditures on repairs, maintenance and new restaurants since 2006.

The group's board candiates—which include Dash, Oak Street Capital Management Founder David Makula and Macquarie Futures USA director Patrick Arbor—say they want to cut costs by $15 million.

Dash, reached at his office in Beverly Hills, referred a reporter to publicly available filings in the proxy battle, where he has described Denny's as an "iconic American brand" that needs a major revamp to survive, and that his group wants to bring a "fresh perspective" to the board.

Sound familiar?

Biglari, who owned about the same percentage of Steak n Shake's shares when he launched his proxy fight, also presented himself as a shareholder-friendly alternative to the chain's management. He bristled at the chain's hefty capital expenditures on new restaurants and renovations to old ones, saying the returns failed to justify the investments.

And he described Steak n Shake as an "iconic American brand" in need of a breath of fresh air.

The Denny's proxy battle sounds like a classic copycat attempt—one with a slim chance of mirroring the turnaround taking hold at Steak n Shake, said Rich Hummel, director of research at Columbus-based Kirr Marbach & Co.

He said takeover attempts in which investors want to collect and redirect a business’s cash flows to other investments are pretty rare. It’s an adapted version of Warren Buffett’s investing method with the former textile manufacturer Berkshire Hathaway—but in Buffett’s case he didn’t start taking cash flows out until it was clear the business was dying.

“The idea is to find stocks with a cheap price relative to cash flow, run them till they die, and take those dollars out of the business,” Hummel said. “Maybe I’m not as bright as these guys, but it seems like there are better ways to make a dollar.”

Denny's isn't exactly thriving but it also isn't looking like a company about to go out of business.

In its most recent letter to shareholders, the board of Denny's cites the example of Steak n Shake to argue the dissident group is more interested in taking over Denny's and diverting its cash flows than trying to improve the underlying business.

The company pointed out that after Biglari took over, Steak n Shake "proceeded to adopt a range of anti-stockholder governance practices and increased the salary of Mr. Biglari more than threefold, from $280,000 to $900,000."

Members of the Denny's group said in proxy materials that they began buying shares in August 2009, a few months after key members met for the first time, in Indianapolis at the annual meeting of what was then Steak n Shake Co.


  • I know these guys
    I worked at Steak n Shake corporate when Biglari jockeyed his way to chairman of the board and then on to CEO. Dash was there too along with another activist investor. I met with him a number of times.
    What I can say about this, is that Biglari has ego written all over him. The guy is just over 30 and Dash is in the same age category. They think they know it all and that somehow financial wizardry is the answer. In reality, they are not leaders and I believe they will not be able to produce sustainable returns in the long run.
  • Fight them Off, Nelson!
    I ate at Denny's when I was a kid. When I had twin sons, we ate at Denny's as a family. In my career I had the honor of working for Nelson Marchioli as a Denny's Restaurant G.M. for over three years. I took pride in my staff and I had the utmost confidence in the company's Spartenburg leadership. The stores resonate with happy memories, and shine with the effort that is invested in them by all staff members. I do not work for Denny's anymore, but I often wish I did. Please, Nelson, fight this gang off! I always want to look back with pride at my time there- and not be filled with the regret that 'This too, has passed.' David Lang, Monterey California

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  1. to mention the rest of Molly's experience- she served as Communications Director for the Indianapolis Department of Public Works and also did communications for the state. She's incredibly qualified for this role and has a real love for Indianapolis and Indiana. Best of luck to her!

  2. Shall we not demand the same scrutiny for law schools, med schools, heaven forbid, business schools, etc.? How many law school grads are servers? How many business start ups fail and how many business grads get low paying jobs because there are so few high paying positions available? Why does our legislature continue to demean public schools and give taxpayer dollars to charters and private schools, ($171 million last year), rather than investing in our community schools? We are on a course of disaster regarding our public school attitudes unless we change our thinking in a short time.

  3. I agree with the other reader's comment about the chunky tomato soup. I found myself wanting a breadstick to dip into it. It tasted more like a marinara sauce; I couldn't eat it as a soup. In general, I liked the place... but doubt that I'll frequent it once the novelty wears off.

  4. The Indiana toll road used to have some of the cleanest bathrooms you could find on the road. After the lease they went downhill quickly. While not the grossest you'll see, they hover a bit below average. Am not sure if this is indicative of the entire deal or merely a portion of it. But the goals of anyone taking over the lease will always be at odds. The fewer repairs they make, the more money they earn since they have a virtual monopoly on travel from Cleveland to Chicago. So they only comply to satisfy the rules. It's hard to hand public works over to private enterprise. The incentives are misaligned. In true competition, you'd have multiple roads, each build by different companies motivated to make theirs more attractive. Working to attract customers is very different than working to maximize profit on people who have no choice but to choose your road. Of course, we all know two roads would be even more ridiculous.

  5. The State is in a perfect position. The consortium overpaid for leasing the toll road. Good for the State. The money they paid is being used across the State to upgrade roads and bridges and employ people at at time most of the country is scrambling to fund basic repairs. Good for the State. Indiana taxpayers are no longer subsidizing the toll roads to the tune of millions a year as we had for the last 20 years because the legislature did not have the guts to raise tolls. Good for the State. If the consortium fails, they either find another operator, acceptable to the State, to buy them out or the road gets turned back over to the State and we keep the Billions. Good for the State. Pat Bauer is no longer the Majority or Minority Leader of the House. Good for the State. Anyway you look at this, the State received billions of dollars for an assett the taxpayers were subsidizing, the State does not have to pay to maintain the road for 70 years. I am having trouble seeing the downside.