SC 13G/A 1 jalexanders13ga.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4) J. Alexander's Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 466096104 -------------------------------------------------------------------------------- (CUSIP Number) June 12, 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: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) ---------- 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 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. 466096104 --------------------- 1. NAME OF REPORTING PERSONS Dane Andreeff 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 616,665 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 616,665 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 616,665 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.2% 12. TYPE OF REPORTING PERSON IN, HC ________________________________________________________________________________ CUSIP No. 466096104 --------------------- 1. NAME OF REPORTING PERSONS Andreeff Equity Advisors, L.L.C. 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 616,665 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 616,665 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 616,665 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.2% 12. TYPE OF REPORTING PERSON IA, PN ________________________________________________________________________________ CUSIP No. 466096104 --------------------- Item 1(a). Name of Issuer: J. Alexander's Corporation ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 3401 West End Avenue Suite 260 PO Box 24300 Nashville, Tennessee 37203 ____________________________________________________________________ Item 2(a). Name of Persons Filing: Dane Andreeff Andreeff Equity Advisors, L.L.C. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 140 East St. Lucia Lane Santa Rosa Beach, FL 32459 ____________________________________________________________________ Item 2(c). Citizenship: Dane Andreeff -- Canada Andreeff Equity Advisors, L.L.C. -- Delaware ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock ____________________________________________________________________ Item 2(e). CUSIP Number: 466096104 ____________________________________________________________________ Item 3. If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c) check whether the person filing is: One of the following Not applicable. _______________________________________________________________________ Item 4. Ownership. The information in items 1 and 5 through 11 on the cover pages (pp. 2-3) to this Schedule 13G is hereby incorporated by reference. _______________________________________________________________________ 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 than five percent of the class of securities check the following [ ]. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Mr. Andreeff is the Managing Member of Andreeff Equity Advisors, L.L.C. ("AEA") and Maple Leaf Capital I, L.L.C. ("Capital"). AEA is the Investment Adviser and Capital is the General Partner of the following limited partnerships, each of which owns less than 5% of the issuer's securities: (i) Maple Leaf Partners, L.P. (ii) Maple Leaf Partners I, L.P. (iii) Maple Leaf Discovery, L.P. (iv) Maple Leaf Discovery I, L.P. AEA is the Investment Adviser of Maple Leaf Discovery Offshore, Ltd. and Maple Leaf Offshore, Ltd., each of which owns less than 5% of the issuer's securities. Mr. Andreeff is the Director of Maple Leaf Discovery Offshore, Ltd. and Maple Leaf Offshore, Ltd. _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to Section 240.13d- 1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. ______________________________________________________________________ Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 18, 2008 ---------------------------------------- (Date) /s/ Dane Andreeff _______________________ Dane Andreeff * Andreeff Equity Advisors, L.L.C. * By: /s/ Dane Andreeff __________________________ Name: Dane Andreeff Title: Managing Member *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).