SC 13D/A 1 g27513sc13dza.htm SC 13D/A sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 12)*
J. Alexander’s Corporation
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
466096104
 
(CUSIP Number)
E. Townes Duncan
Solidus Company, L.P.
4015 Hillsboro Pike, Suite 214
Nashville, TN 37215
(615) 665-3818
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
June 8, 2011
 
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the following box [    ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 (“Exchange 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).
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 control number.
 
 


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CUSIP No.
 
466096104 
 

 

           
1   NAMES OF REPORTING PERSONS:

E. Townes Duncan

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America
   
 
       
  7   SOLE VOTING POWER:
     
NUMBER OF   15,208 shares of Common Stock
       
SHARES 8   SHARED VOTING POWER:
BENFICIALLY    
OWNED BY   184,006 shares of Common Stock
       
EACH 9   SOLE DISPOSITIVE POWERS:
REPORTING    
PERSON   15,208 shares of Common Stock
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    184,006 shares of Common Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  199,214 shares of Common Stock, consisting of 5,208 shares of Common Stock held directly, 10,000 shares issuable upon exercise of certain options held by Mr. Duncan, and 184,006 shares of Common Stock held indirectly.
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  3.32%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

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CUSIP No.
 
466096104 
 

 

           
1   NAMES OF REPORTING PERSONS:

Solidus Company, L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

20-8776736
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 shares of Common Stock
       
SHARES 8   SHARED VOTING POWER:
BENFICIALLY    
OWNED BY   177,046 shares of Common Stock
       
EACH 9   SOLE DISPOSITIVE POWERS:
REPORTING    
PERSON   0 shares of Common Stock
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    177,046 shares of Common Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  177,046 shares of Common Stock
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ
Excludes shares beneficially owned by E. Townes Duncan (the CEO of the general partner of Solidus Company, L.P.), personally, either directly or indirectly through his wife or mother.
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  2.95%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  P N


TABLE OF CONTENTS

Item 1: Security and Issuer
Item 2: Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
SIGNATURE
EX-99.4


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CUSIP No.
 
466096104  
     
 
     
 
Item 1: Security and Issuer.
     This statement relates to the common stock, $0.05 par value per share (“Common Stock”), issued by J. Alexander’s Corporation (the “Company” or the “Issuer”) whose principal executive offices are located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37202.
Item 2: Identity and Background.
E. Townes Duncan:
(a)   The name of the person filing this statement is E. Townes Duncan (“Mr. Duncan”), with respect to shares of Common Stock of the Company.
 
(b)   The business address of Mr. Duncan is 4015 Hillsboro Pike, Suite 214, Nashville, TN 37215.
 
(c)   The principal occupation of Mr. Duncan is Chief Executive Officer of Solidus General Partner, LLC, the general partner of Solidus Company, L.P. Solidus Company, L.P. is a private investment firm. The address of Solidus General Partner, LLC is 4015 Hillsboro Pike, Suite 214, Nashville, TN 37215.
 
(d)   During the last five years, Mr. Duncan has not been convicted in a criminal proceeding.
 
(e)   During the last five years, Mr. Duncan has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)   Mr. Duncan is a United States citizen.
Solidus Company, L.P.:
     Solidus Company, L.P. (“Solidus”) is a limited partnership formed under the laws of the State of Tennessee. The general partner of Solidus is Solidus General Partner, LLC (“Solidus GP”), a member-managed limited liability company formed under the laws of the State of Tennessee. E. Townes Duncan is the Chief Executive Officer and sole member of Solidus GP. Each of Solidus and Solidus GP is a private investment firm with its principal office and business located at 4015 Hillsboro Pike, Suite 214, Nashville, TN 37215. Neither Solidus nor Solidus GP has been convicted in a criminal proceeding or been a party to a civil proceeding described in Schedule 13D Item 2(d) or (e).
Item 3. Source and Amount of Funds or Other Consideration.
     Not applicable
Item 4. Purpose of Transaction.
     Each of Mr. Duncan and Solidus holds shares of Common Stock described herein for investment purposes. Mr. Duncan has met and may in the future meet with management and/or representatives of the Issuer to engage in discussions that may include matters relating to the strategy, business, assets, operations, capital structure, financial condition and/or future plans of the Issuer in an effort to enhance shareholder value. Solidus has engaged, and may engage additional, advisors to assist it, including

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CUSIP No.
 
466096104  
     
 
     
 
consultants, accountants, attorneys, financial advisors or others, and may contact other shareholders of the Issuer and/or other relevant parties to discuss any and all of the above.
     As disclosed in Amendment No. 9 to this Schedule 13D, on September 2, 2010, Solidus entered into a sales plan (the “Plan”) with Avondale Partners, LLC as broker (“Broker”) in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, pursuant to which Broker is authorized and directed to sell on Solidus’ behalf up to 300,000 shares of Common Stock through September 30, 2011, subject to satisfaction of certain conditions, including, among others, trading price and volume limitations.
     As of the close of business on June 8, 2011, Solidus has sold 161,200 shares of common stock pursuant to the Plan (see Item 5(c) below). As of June 8, 2011, the Plan has been terminated.
     On June 8, 2011, Solidus entered into an agreement to sell 120,000 shares of Common Stock to FIPA, LLC (“FIPA”) (the “June Sale”). The June Sale was accomplished pursuant to a Stock Purchase Agreement described below in Item 6.
     Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer, and trading price levels of the Common Stock, Solidus and Mr. Duncan may in the future take additional actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, purchasing shares of Common Stock or related financial instruments or selling some or all of their respective beneficial and economic holdings, and/or otherwise changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Solidus is in the business of investing in publicly held and privately held companies. Consequently, the Reporting Persons’ beneficial ownership as reported on this Schedule 13D/A will vary over time depending on various factors, with or without regard to Mr. Duncan’s views of the Issuer’s business, prospects or valuation (including the market price of Common Stock), including without limitation, other investment opportunities available to the Mr. Duncan, conditions in the securities market and general economic and industry conditions. In addition, Mr. Duncan is a director of the Issuer and may participate in incentive programs available to non-management directors, such as option grants pursuant to the Issuer’s 2004 Equity Incentive Plan.
Item 5. Interest in Securities of the Issuer.
(a)   Mr. Duncan beneficially owns 3.32% of the Issuer’s Common Stock, or 199,214 shares of Common Stock, consisting of 5,208 shares of Common Stock held directly, 10,000 shares issuable upon exercise of certain options held by Mr. Duncan, and 184,006 shares of Common Stock held indirectly. Mr. Duncan disclaims beneficial ownership of shares of Common Stock held by Solidus in excess of his proportional interest in Solidus. Solidus beneficially owns 2.95% of the Common Stock of the Issuer consisting of 177,046 shares of Common Stock held directly.
 
(b)   Mr. Duncan beneficially owns the following number of shares of Common Stock with:
Sole Voting Power: 15,208 shares of Common Stock
Shared Voting Power: 184,006 shares of Common Stock
Sole Dispositive Power: 15,208 shares of Common Stock
Shared Dispositive Power: 184,006 shares of Common Stock

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CUSIP No.
 
466096104  
     
 
     
 
     Mr. Duncan shares voting power and dispositive power with respect to 240 shares held by Mr. Duncan’s wife, Ellen Duncan, and with respect to 4,560 shares held in trusts of which Mrs. Duncan is trustee. Mrs. Duncan is a homemaker. Her residence address is 4309 Esteswood Drive, Nashville, TN 37215. She has no disclosures pursuant to Item 2(d) or (e). She is a citizen of the United States.
     Mr. Duncan also shares voting power and dispositive power with respect to 2,160 shares held by Mr. Duncan’s mother, Anne Eberle. Ms. Eberle is a homemaker who resides at 204 Glen View Cove, Franklin, Tennessee 37064. She has no disclosures pursuant to Item 2(d) or (e). She is a citizen of the United States.
     In addition, Mr. Duncan shares voting power and dispositive power with respect to 177,046 shares of Common Stock beneficially owned by Solidus, of which he is the Chief Executive Officer of the general partner of Solidus.
     Solidus beneficially owns the following number of shares of Common Stock with:
Sole Voting Power: 0 shares of Common Stock
Shared Voting Power: 177,046 shares of Common Stock
Sole Dispositive Power: 0 shares of Common Stock
Shared Dispositive Power: 177,046 shares of Common Stock
(c)   Pursuant to the Plan described above, Solidus disposed of the shares of Common Stock on the days indicated and at the price per share indicated below in the last sixty days:
     
April 11, 2011
  600 shares at $6.02 per share.
April 11, 2011
  300 shares at $6.06 per share.
April 11, 2011
  100 shares at $6.10 per share.
April 11, 2011
  152 shares at $6.13 per share.
April 11, 2011
  348 shares at $6.12 per share.
April 11, 2011
  300 shares at $6.22 per share.
April 11, 2011
  200 shares at $6.20 per share.
April 13, 2011
  400 shares at $6.05 per share.
April 13, 2011
  250 shares at $5.94 per share.
April 13, 2011
  250 shares at $5.98 per share.
April 13, 2011
  660 shares at $5.99 per share.
April 13, 2011
  540 shares at $5.97 per share.
April 13, 2011
  1,400 shares at $5.96 per share.
April 14, 2011
  35 shares at $6.02 per share.
April 14, 2011
  397 shares at $6.10 per share.
April 14, 2011
  84 shares at $5.97 per share.
April 14, 2011
  1,984 shares at $6.05 per share.
April 14, 2011
  500 shares at $6.00 per share.
April 15, 2011
  100 shares at $6.05 per share.
April 15, 2011
  100 shares at $6.00 per share.
April 18, 2011
  335 shares at $6.01 per share.
April 18, 2011
  1,100 shares at $6.02 per share.
April 18, 2011
  365 shares at $6.05 per share.
April 18, 2011
  500 shares at $6.08 per share.
April 18, 2011
  100 shares at $6.03 per share.
April 18, 2011
  100 shares at $6.04 per share.

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CUSIP No.
 
466096104  
     
 
     
 
     
April 19, 2011
  100 shares at $6.01 per share.
April 19, 2011
  1,660 shares at $6.00 per share.
April 19, 2011
  500 shares at $6.03 per share.
April 19, 2011
  40 shares at $5.90 per share.
April 20, 2011
  2,000 shares at $5.96 per share.
April 21, 2011
  100 shares at $5.95 per share.
April 21, 2011
  460 shares at $5.97 per share.
April 21, 2011
  640 shares at $5.95 per share.
April 25, 2011
  200 shares at $5.75 per share.
April 25, 2011
  200 shares at $5.80 per share.
April 25, 2011
  900 shares at $5.77 per share.
April 26, 2011
  800 shares at $5.88 per share.
April 26, 2011
  170 shares at $5.89 per share.
April 26, 2011
  30 shares at $5.87 per share.
April 26, 2011
  150 shares at $5.86 per share.
April 26, 2011
  350 shares at $5.83 per share.
April 27, 2011
  400 shares at $5.75 per share.
April 27, 2011
  1,100 shares at $5.80 per share.
May 2, 2011
  60 shares at $5.83 per share.
May 2, 2011
  500 shares at $5.65 per share.
May 2, 2011
  400 shares at $5.56 per share.
May 2, 2011
  500 shares at $5.45 per share.
May 2, 2011
  500 shares at $5.50 per share.
May 2, 2011
  300 shares at $5.55 per share.
May 2, 2011
  100 shares at $5.51 per share.
May 2, 2011
  40 shares at $5.47 per share.
May 2, 2011
  600 shares at $5.53 per share.
May 3, 2011
  100 shares at $5.46 per share.
May 3, 2011
  400 shares at $5.47 per share.
May 3, 2011
  3,000 shares at $5.50 per share.
May 3, 2011
  500 shares at $5.55 per share.
May 3, 2011
  1,000 shares at $5.70 per share.
May 4, 2011
  200 shares at $5.85 per share.
May 4, 2011
  200 shares at $5.90 per share.
May 4, 2011
  200 shares at $5.82 per share.
May 4, 2011
  400 shares at $5.80 per share.
May 9, 2011
  200 shares at $5.71 per share.
May 9, 2011
  800 shares at $5.70 per share.
May 9, 2011
  1,000 shares at $5.72 per share.
May 10, 2011
  605 shares at $5.70 per share.
May 10, 2011
  102 shares at $5.75 per share.
May 10, 2011
  67 shares at $5.81 per share.
May 10, 2011
  826 shares at $5.80 per share.
May 10, 2011
  400 shares at $5.70 per share.

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CUSIP No.
 
466096104  
     
 
     
 
    On May 10, 2011, Mr. Duncan exercised an option to purchase 1,000 shares of Common Stock at a price of $2.24 per share. Pursuant to the Plan, on May 10, 2011 Mr. Duncan disposed of the 1,000 shares acquired through the stock option exercise. This disposition is included in the above list of dispositions made pursuant to the Plan.
 
    On June 8, 2011, Solidus disposed of 120,000 shares of Common Stock at a price of $5.78 per share pursuant to the stock purchase agreement described in Items 4 and 6.
 
(d)   Not applicable
 
(e)   Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Plan described in Item 4 above was entered into between Solidus and Broker effective September 2, 2010. The Plan was structured to satisfy the conditions of Rule 10b5-1(c). Pursuant to the Plan, Broker was authorized and directed to sell on Solidus’ behalf up to 300,000 shares of Common Stock between the effective date of the Plan and September 30, 2011, subject to certain conditions, including, among others, trading price and volume limitations. As disclosed above, the Plan was terminated on June 8, 2011. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 3 to Amendment No. 9 to this Schedule 13D/A.
The June Sale described in Item 4 above was accomplished pursuant to a Stock Purchase Agreement dated June 8, 2011 between Solidus and FIPA pursuant to which Solidus sold 120,000 shares of Common Stock to FIPA. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 4 to Amendment 12 to this Schedule 13D/A.

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CUSIP No.
 
466096104  
     
 
     
 
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.
Dated: June 13, 2011
         
     
  /s/ E. Townes Duncan    
  E. Townes Duncan   
     
 

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