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                                   EXHIBIT 99
                             SPECIAL CONSIDERATIONS



The following factors should be considered carefully in evaluating the Company
and its business.

NO ASSURANCE OF PROFITABILITY

         The Company's ability to generate operating profits will depend upon
the nature and extent of any future developments, acquisitions, and conversions;
the Company's capital resources; the success of its franchising of Black-eyed
Pea restaurants; general economic and demographic conditions; and the Company's
ability to refinance, restructure, or repay its outstanding indebtedness. There
can be no assurance that the Company will be profitable in the future.

RISKS ASSOCIATED WITH BUSINESS STRATEGY

         The Company intends to pursue a strategy of growth primarily through
the development of new Denny's and Black-eyed Pea restaurants, the acquisition
of existing Denny's restaurants, the franchising of additional Black-eyed Pea
restaurants, the acquisition and conversion to the Denny's or Black-eyed Pea
concepts of restaurant operating under other restaurant concepts, the conversion
of certain existing restaurants to the Denny's or Black-eyed Pea concepts, and
the expansion of its operations to include one or more additional restaurant
concepts. There can be no assurance that the Company will be successful in
developing new restaurants or acquiring existing restaurants on acceptable terms
and conditions, that its operations can be expanded to include other restaurant
concepts, that any additional restaurants it develops or acquires will be
effectively and profitably managed and integrated into its operations, that it
will be able to effect its contemplated conversions, or that any restaurants
that it develops, acquires, or converts will operate profitably. The execution
of the Company's strategy will require the availability of substantial funds.
These funds historically have been provided by sale-leaseback financing
arrangements, and the Company currently has in place commitment for
approximately $20.0 million of sale-leaseback financing through 1997. There can
be no assurance, however, that adequate financing will continue to be available
on terms acceptable to the Company.

         Unforeseen expenses, difficulties, and delays frequently encountered in
connection with the rapid expansion of operations also could hinder the Company
from executing its business strategy. The magnitude, timing, and nature of
future restaurant developments, acquisitions, and conversions will depend upon
various factors, including the availability of suitable sites, the ability to
negotiate suitable terms, the Company's financial resources, the availability of
restaurant management and other personnel, the ability to obtain any required
consents from Denny's, Inc. or the Company's lenders for such developments,
acquisitions, and conversions, and general economic and business conditions.
Many of these factors will be beyond the control of the Company.
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EXPANSION OF OPERATIONS

         The Company's operations have expanded significantly since 1990. The
Company's success in the future will depend on its ability to expand the number
of its restaurants whether through increasing the number of its Denny's and
Black-eyed Pea restaurants or expanding its operations to include one or more
additional restaurant concepts, or both, and to operate and manage successfully
its growing operations. The Company's ability to expand successfully will depend
upon a number of factors, including the availability and cost of suitable
restaurant locations for development; the availability of restaurant acquisition
opportunities; the hiring, training, and retaining of additional management and
restaurant personnel; the availability of adequate financing; the continued
development and implementation of management information systems; and
competitive factors.

         The rate at which the Company will be able to increase the number of
restaurants it operates will vary depending upon whether the Company acquires
existing restaurants, or develops new restaurants. The acquisition of existing
restaurants will depend upon the Company's ability to identify and acquire
restaurants on satisfactory terms and conditions. The opening of new restaurants
will depend upon the Company's ability to locate suitable sites in terms of
favorable population characteristics, density and household income levels,
visibility, accessibility and traffic volume, proximity to demand generators
(including shopping malls, lodging, and office complexes) and potential
competition; to obtain financing for construction, tenant improvements,
furniture, fixtures, and equipment; to negotiate acceptable leases or terms of
purchase; to secure liquor licenses and zoning, environmental, health and
similar regulatory approvals; to recruit and train qualified personnel; and to
manage successfully the rate of expansion and expanded operations. The opening
of new restaurants also may be affected by increased construction costs and
delays resulting from governmental regulatory approvals, strikes or work
stoppages, adverse weather conditions, and various acts of God. Newly opened
restaurants may operate at a loss for a period following their initial opening.
The length of this period will depend upon a number of factors, including the
time of year the restaurant is opened, sales volume, and the Company's ability
to control costs. There can be no assurance that the Company will be successful
in achieving its expansion goals through development or acquisition of
additional restaurants or that any additional restaurants that are developed or
acquired will be profitable.

SIGNIFICANT BORROWINGS AND FUTURE FINANCINGS

         The development of new restaurants, the acquisition of existing
restaurants, and the conversion and re-imaging of restaurants requires funds for
construction, tenant improvements, furniture, fixtures, equipment, training of
employees, permits, initial franchise fees, and additional expenditures. The
Company has incurred substantial indebtedness to effect its restaurant
developments, acquisitions, conversions, and re-imagings to date, and the
Company may incur substantial additional indebtedness in the future in order to
implement its business plan and growth strategy. The Company had long-term debt
of $44.5 million, subordinated notes of $30.6 million, obligations under capital
leases aggregating $28.0 million, and a working capital deficit of $ 27.6
million as of April 2, 1997.
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         The Company may seek additional equity or debt financing in the future
to provide funds to develop, acquire, convert, and re-image restaurants. In
addition, the Company currently intends to raise sufficient capital, either
through the sale of equity or by incurring replacement indebtedness, to enable
it to retire its 12% Subordinated Notes due 2002 in the principal amount of
$15,000,000 (the "BEP Purchase Note") and to redeem the related warrants (the
"BEP Warrants"), each of which were issued to the seller of BEP, prior to the
date on which the BEP Warrants become exercisable on October 1, 1997, and to
retire its Series B 13% Subordinated Notes due 2003 in the principal amount of
$18,250,000 (the "Series B Notes") prior to the date on which the related Series
B Warrants become exercisable on March 29, 1999. There can be no assurance that
such financing will be available or will be available on satisfactory terms;
that the company will be able to develop or acquire new restaurants, to convert
existing restaurants to the Denny's or Black-eyed Pea concepts, or to otherwise
expand its restaurant operations; that the Company will be able to refinance,
restructure, or satisfy its obligations as they become due; or that the Company
will be able to retire its BEP Purchase Note and Series B Notes before the
related BEP Warrants and Series B Warrants are exercised. While debt financing
enables the Company to add more restaurants than it would otherwise be able to
do, expenses are increased by such financing and such financing must be repaid
by the Company regardless of the Company's operating results. Future equity
financings could result in dilution to shareholders.

RELIANCE ON DENNY'S, INC.

         The Company currently operates 188 Denny's restaurants as a Denny's
franchisee. As a result of the nature of franchising and the Company's franchise
agreements with Denny's, Inc., the long-term success of the Company depends, to
a significant extent, on the continued vitality of the Denny's restaurant
concept and the overall success of the Denny's system; the ability of Denny's,
Inc. to identify and react to new trends in the restaurant industry, including
the development of popular menu items; the ability of Denny's, Inc. to develop
and pursue appropriate marketing strategies in order to maintain and enhance the
name recognition, reputation, and market perception of Denny's restaurants; the
goodwill associated with the Denny's trademark; the quality, consistency, and
management of the overall Denny's system; and the successful operation of
Denny's restaurants owned by Denny's, Inc. and other Denny's franchisees. Any
business reversals that may be encountered by Denny's, Inc., a failure by
Denny's, Inc. to promote the Denny's name or restaurant concept, the inability
or failure of Denny's, Inc. to support its franchisees, including the Company,
or the failure to operate successfully the Denny's restaurants that Denny's,
Inc. itself owns could have a material adverse effect on the Company. In this
regard, Flagstar Companies, Inc., ("Flagstar") which owns Denny's, Inc., has
been experiencing financial difficulties and recently announced that it has
reached an agreement in principle with holders of certain of its outstanding
indebtedness on a financial restructuring plan. Any financial reversals or
illiquidity on the part of Flagstar could have a material adverse effect on
Denny's, Inc. The Company has no control over the management or operation of
Denny's, Inc. or other Denny's franchisees. Negative publicity with respect to
Denny's, Inc. or the Denny's name could adversely affect the Company. For
example, the Company experienced a decline in traffic and restaurant sales in
certain of its Denny's restaurants as a result of the negative publicity that
arose in 1993 relating to claims of alleged racial discrimination against
customers in certain Denny's, Inc. restaurants and subsequent investigation of
such claims by the United States Department of Justice.
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         The Company intends to develop new Denny's and Black-eyed Pea
restaurants and to convert to the Denny's concept certain restaurants that it
currently owns or that it may acquire in the future. The Company's ability to
develop new Denny's and Black-eyed Pea restaurants will depend upon numerous
factors, particularly the Company's ability to identify suitable sites, obtain
adequate financing on acceptable terms, and other factors over which the Company
may have little or no control. There can be no assurance that the Company will
be able to secure sufficient restaurant sites that it deems to be suitable or to
develop Denny's or Black-eyed Pea restaurants on such sites on terms and
conditions it considers favorable in order to meet its growth objectives or to
satisfy the requirements of the Development Agreement described below.

         The Company ability to convert additional restaurants to the Denny's
concept will depend upon a number of factors, including the continued
availability of adequate financing on acceptable terms and the Company's ability
to identify and acquire existing restaurants that are suitable for conversion to
the Denny's concept. An agreement with Denny's, Inc. requires that Company to
convert a total of 25 Kettle's restaurants to the Denny's concept by September
1997. As of April 2, 1997, the Company had converted 15 of the 25 Kettle
restaurants it is required to convert to the Denny's concept and was in the
process of converting another five Kettle restaurants to the Denny's concept.
There can be no assurance that the Company will be able to convert its existing
non-Denny's, non-Black-eyed Pea restaurants in a timely manner or to acquire and
convert additional restaurants in the future in a manner that will enable it to
meet its expansion objectives.

RESTRICTIONS IMPOSED BY DENNY'S FRANCHISE AGREEMENTS

         The Company's franchise agreements for its Denny's restaurants (the
"Denny's Franchise Agreements") impose a number of restrictions and obligations
on the Company. The Denny's Franchise Agreements require the Company to pay an
initial franchise fee and royalties equal to 4% of weekly gross sales and an
advertising contribution of 2% of weekly gross sales. Such amounts must be paid
or expended regardless of the profitability of the Company's Denny's
restaurants. The Denny's Franchise Agreements also require the Company to
operate its Denny's restaurants in accordance with the requirements and
specifications established by Denny's, Inc. relating to the exterior and
interior design, decor, and furnishings of Denny's restaurants, menu selection,
the preparation of food products, and quality of service as well as general
operating procedures, advertising, maintenance of records, and protection of
trademarks. In addition, from time to time Denny's, Inc. may require the Company
to modify its restaurants to conform with the then-existing Denny's restaurant
format. The failure of the Company to satisfy such requirements could result in
the loss of the Company's franchise rights for some or all of its Denny's
restaurants as well as its development rights for additional Denny's
restaurants.

         In the event that the Company defaults under the Denny's Franchise
Agreements, the Company could be subject to potential damages for breach of
contract and could lose its rights under those agreements, including the right
to what the Company believes are favorable franchise arrangements and the right
to use the "Denny's" trademarks and trade styles. The loss of such rights would
have a material adverse effect on the Company. Denny's, Inc. has retained the
right to open on its own behalf or to grant to other franchisees the right to
open other Denny's restaurants in the immediate vicinity of the Company's
Denny's restaurants.
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         Pursuant to an agreement between the Company and Denny's, Inc., in the
event that the Company is in default under the terms of its credit facility with
Banque Paribas and the Company's other senior lenders, Denny's Inc. will have
the right to terminate substantially all of the Denny's Franchise Agreements.
The cancellation of Denny's Franchise Agreements as a result of a default by the
Company under its credit facility would have a material adverse effect on the
Company. The Denny's Franchise Agreements also provide that, in the event an
assignment is deemed to have occurred thereunder, Denny's, Inc. will have the
option to purchase the interest being transferred. An assignment under the
Denny's Franchise Agreements will be deemed to have occurred if a person,
entity, or group of persons (other than a group including any of Jack M. Lloyd,
William J. Howard, and William G. Cox, each of whom is an officer and director
of the Company; Jeffrey D. Miller; a former officer and director of the Company;
or BancBoston Ventures, Inc.) ("BancBoston") acquires voting control of the
Board of Directors of the Company.

CERTAIN FACTORS AFFECTING THE RESTAURANT INDUSTRY

         The ownership and operation of restaurants may be affected by adverse
changes in national, regional, or local economic or market conditions; increased
costs of labor (including those which may result from the increases in
applicable minimum wage requirements enacted in 1996); increased costs of food
products; fuel shortages and price increases; competitive factors; the number,
density, and location of competitors; limited alternative uses for properties
and equipment; changing consumer tastes, habits, and spending priorities; the
cost and availability of insurance coverage; management problems; uninsured
losses; changing demographics; changes in government regulation; changing
traffic patterns; weather conditions; and other factors. The Company may be the
subject of litigation based on discrimination, personal injury, or other claims,
including claims that may be based upon legislation that imposes liability on
restaurants or their employees for injuries or damages caused by the negligent
service of alcoholic beverages to an intoxicated person or to a minor.
Multi-unit restaurant operations, such as the Company, can be adversely affected
by publicity resulting from food quality, illness, injury, or other health and
safety concerns or operating issues resulting form one restaurant or a limited
number of restaurants operated under the same name, including those not owned by
the Company. None of these factors can be predicted with any degree of
certainty, and any one or more of these factors could have a material adverse
effect on the Company.

COMPETITION

         As part of the nation's largest family-oriented, full-service
restaurant chain, the Company's Denny's restaurants compete primarily with
national and regional restaurant chains, such as International House of
Pancakes, Big Boy, Shoney's, Friendly's, and Perkins. The Company's Black-eyed
Pea restaurants compete in the casual and mid-scale dining segment and the
family dining segment with national and regional restaurant chains such as
Applebee's and Chili's.
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         The restaurant industry is intensely competitive with respect to price,
service, locations, personnel, and type and quality of food. In addition,
restaurants compete for attractive restaurant sites and the availability of
restaurant personnel and managers. The Company has many well-established
competitors with financial and other resources substantially greater than those
of the Company. Certain competitors have been in existence for a substantially
longer period than the Company and may be better established in markets where
the Company's restaurants are or may be located. The restaurant business often
is affected by changes in consumer tastes, national, regional, or local economic
conditions, demographic trends, traffic patterns, and the type, number and
location of competing restaurants. The Company's success will depend, in part,
on the ability of the Company (and Denny's, Inc. in the case of the Company's
Denny's restaurants) to identify and respond appropriately to changing
conditions. In addition, factors such as inflation, increased food, labor, and
benefit costs, and the availability of experienced management and hourly
employees, which may adversely affect the restaurant industry in general, would
affect the Company's restaurants.

CONTROL BY CERTAIN SHAREHOLDERS; CONFLICTS OF INTEREST

         The directors and officers of the Company currently own approximately
35.4% of the Company's outstanding Common Stock. In addition, BancBoston, a
former shareholder of DRC, currently owns approximately 15.8% of the Company's
outstanding Common Stock. Accordingly, such shareholders collectively have the
poser to elect all of the members of the Company's Board of Directors and
thereby control the business and policies of the Company.

         Jack M. Lloyd, the Chairman of the Board, President, and Chief
Executive Officer of the Company, and William J. Howard, Executive Vice
President and a director of the Company, currently hold an aggregate of
$16,794,000 in principal amount of the Company's Series B Notes in addition to
their Common Stock. As a result of such shareholders' ability, together with the
Company's other directors and officers, to direct the policies of the Company,
an inherent conflict of interest may arise in connection with decisions
regarding the timing of and the allocation of assets of the Company for the
purposes of interest payments on, or redemption of, the Series B Notes. In
addition, the Series B Notes contain restrictive covenants relating to the
operation of the Company and the maintenance of certain financial ratios and
tests. There can be no assurance that the holders of the Series B Notes will
waive any default under the notes. A default not waived by a majority of the
holders of the Series B Notes could have a material adverse effect on the
holders of the Company's Common Stock.

DEPENDENCE UPON KEY PERSONNEL

         The Company's success will depend, in large part, upon the services of
Jack M. Lloyd, the Company's Chairman of the Board, President, and Chief
Executive Officer, and William G. Cox, the Company's Chief Operating Officer.
Although the Company has employment agreements with Messrs. Lloyd and Cox
expiring in December 1997 and May 1999, respectively, the loss of the services
of either of them could materially and adversely affect the Company.
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GOVERNMENT REGULATION

         The Company is subject to various federal, state, and local laws
affecting its business. The development and operation of restaurants depend to a
significant extent on the selection and acquisition of suitable sites, which are
subject to zoning, land use, environmental, traffic, and other regulations of
state and local governmental agencies. City ordinances or other regulations, or
the application of such ordinances or regulations, could impair the Company's
ability to construct or acquire restaurants in desired locations and could
result in costly delays. In addition, restaurant operations are subject to
licensing and regulation by state and local departments relating to health,
sanitation, safety standards, and fire codes; federal and state labor laws
(including applicable minimum wage requirements, tip credit provisions, overtime
regulations, workers' compensation insurance rates, unemployment and other
taxes, working and safety conditions, and citizenship requirements); zoning
restrictions; and in those restaurants currently operated by the Company at
which alcoholic beverages are served, state and local licensing of the sale of
alcoholic beverages. The delay or failure to obtain or maintain any licenses or
permits necessary for operations could have a material adverse effect on the
Company. In addition, an increase in the minimum wage rate (such as the increase
enacted during 1996), employee benefit costs (including costs associated with
mandated health insurance coverage), or other costs associated with employees
could aversely affect the Company. The Company also is subject to the Americans
with Disabilities Act of 1990 which, among other things, may require the
installation of certain fixtures or accommodations in new restaurants or
renovations to its existing restaurants to meet federally mandated requirements.
With respect to its franchised Black-eyed Pea restaurants, the Company is
subject to regulation by the Federal Trade Commission and must comply with
certain state laws governing the offer, sale, and termination of franchises and
the refusal to renew franchises.

POSSIBLE VOLATILITY OF STOCK PRICE

         The market price of the Company's Common Stock could be subject to wide
fluctuations in response to quarterly variations in the operating results of the
Company or other restaurant companies, changes in analysts' estimates of the
Company's financial performance, changes in national and regional economic
conditions, the financial markets, or the restaurant industry, natural
disasters, or other developments affecting the Company or other restaurant
companies. The trading volume of the Company's Common Stock has been limited,
which may increase the volatility of the market price for such stock. In
addition, the stock market has experienced extreme price and volume fluctuation
in recent years. This volatility has had a significant effect on the market
prices of securities issued by many companies for reasons not necessarily
related to the operating performances of those companies.
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RIGHTS TO ACQUIRE SHARES

         A total of 2,169,800 shares of the Company's Common Stock have been
reserved for issuance upon exercise of options granted or which may be granted
under the Company's stock option plans or other outstanding employee stock
options. Employee and director stock options to acquire an aggregate of
1,311,300 shares of Common Stock currently are outstanding. In addition,
warrants and unit purchase options to acquire 1,283,040 shares of Common Stock
currently are outstanding and warrants to acquire approximately 7.5% of the
Company's Common Stock on a fully diluted basis will become exercisable on
October 1, 1997. Series B Warrants to acquire an additional 477,953 shares of
Common Shares will become exercisable on March 29, 1999 unless the Company
repays all of the outstanding Series B Notes prior to that date. During the
terms of such options and warrants, the holders thereof will have the
opportunity to profit from an increase in the market price of the Company's
Common Stock. The existence of such options and warrants may adversely affect
the terms on which the Company can obtain additional financing in the future,
and the holders of such options and warrants can be expected to exercise such
options and warrants at a time when the Company, in all likelihood, would be
able to obtain additional capital by offering shares of Common Stock on terms
more favorable to it than those provided by the exercise of such options and
warrants.

SHARE ELIGIBLE FOR FUTURE SALE

         Sales of substantial amounts of Common Stock in the public market, or
even the potential for such sales, could adversely affect prevailing market
prices for the Company's Common Stock and could adversely affect the Company's
ability to raise capital. As of April 2, 1997, there were outstanding 13,409,277
shares of the Company's Common Stock. Of these shares, approximately 12,375,840
shares are freely transferable without restriction under the Securities Act of
1933, as amended (the "Securities Act"), unless they are held by "affiliates" of
the Company, as that term is defined in the Securities Act and the regulations
promulgated thereunder or unless transfer of certain shares is restricted as a
result of contractual obligation. The remaining 1,033,437 shares of Common Stock
currently outstanding are "restricted securities," as that term is defined in
Rule 144 under the Securities Act, and may be sold only in compliance with Rule
144, pursuant to registration under the Securities Act, or pursuant to an
exemption therefrom. Affiliates also are subject to certain of the resale
limitations of Rule 144 as promulgated under the Securities Act. Generally,
under Rule 144, each person who beneficially owns restricted securities with
respect to which at least one year has elapsed since the later of the date the
shares were acquired from the Company or an affiliate of the Company may, every
three months, sell in ordinary brokerage transactions or to market makers an
amount of shares equal to the grater of 1% of the Company's then-outstanding
Common Stock or the average weekly trading volume for the four weeks prior to
the proposed sale of such shares.
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         The 6,937,500 shares of Common Stock issued pursuant to the Merger
generally are freely tradable under Rule 145 under the Securities Act, unless
held by an affiliate, in which case such shares will be subject to the volume
and manner of sale restrictions under Rule 144. In connection with the Merger,
certain of the former shareholders of DRC entered into lock-up agreements with
respect to 4,660,256 shares of Common Stock issued in connection with the
Merger. Holders of other outstanding warrants and unit purchase options have
certain rights with respect to registration of the shares underlying such
warrants and options for offer or sale to the public. An aggregate of
approximately 3,755,500 shares of Common Stock that are currently outstanding or
that are issuable upon exercise of certain warrants and unit purchase options
have been registered for resale pursuant to an effective registration statement.

LACK OF DIVIDENDS; RESTRICTIONS ON ABILITY TO PAY DIVIDENDS IN THE FUTURE

         The Company has never paid any dividends on its Common Stock and does
not anticipate that it will pay dividends in the foreseeable future. The Company
intends to apply any earnings to the expansion and development of its business.
In addition, the terms of the Company's $65.0 million credit facility, the note
issued to the sellers of BEP, and the indenture governing its Series B Notes
limit the ability of the Company to pay dividends on its Common Stock.

CHANGE IN CONTROL PROVISION

         The Company's Restated Articles of Incorporation and Amended and
Restated Bylaws and certain provisions of the Georgia Business Corporation Code
contain provisions that may have the effect of making more difficult or delaying
attempts by others to obtain control of the Company, even when these attempts
may be in the best interests of shareholders.