SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOTHAM PARTNERS LP /NY/

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DENNYS CORP [ DNYY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/15/2003 S 3,000,000 D $0.3125 2,265,952 I See Footnotes ( 1 ) ( 2 )
Common Stock 10/15/2003 S 265,952 D $0.3 2,000,000 I See Footnotes ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GOTHAM PARTNERS LP /NY/

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOTHAM PARNERS III L P

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOTHAM INTERNATIONAL ADVISORS LLC

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BERKOWITZ DAVID P

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACKMAN WILLIAM A

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SECTION H PARTNERS L P

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KARENINA CORP

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DPB CORP

(Last) (First) (Middle)
110 EAST 42ND STREET
18TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Section H Partners, LP ("Section H") is the general partner of Gotham Partners, LP ("Gotham") and Gotham Partners III, LP ("GIII"). Section H disclaims any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities representing Section H's pro rata partnership interest in, or interest in the profits of, Gotham and GIII. Karenina Corp. ("Karenina"), wholly owned by William A. Ackman, and DPB Corp. ("DPB"), wholly owned by David P. Berkowitz, are the general partners of Section H. Each of Karenina, DPB, Ackman and Berkowitz similarly disclaim any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a)(2)(ii).
2. Gotham International Advisors, L.L.C. ("Gotham Advisors") is the investment manager of Gotham Partners International, Ltd. ("Gotham International"). Gotham Advisors disclaims any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities in which Gotham Advisors may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1 (a)(2)(ii). William A. Ackman and David P. Berkowitz are the senior managing members of Gotham Advisors. Each of Mr. Ackman and Mr. Berkowitz similarly disclaim any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a )(2)(ii).
/s/ William A. Ackman, by power of attorney 10/16/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.