-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VRs9i5d9jGnCyvkjEG7nELRF2yHhSzgYls8LaKBRkVm9tfb8sGM0ZT097h8koxE2 HTOV22RAW9pvrs5tYh8OdA== 0000950144-99-000787.txt : 19990202 0000950144-99-000787.hdr.sgml : 19990202 ACCESSION NUMBER: 0000950144-99-000787 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990201 GROUP MEMBERS: DUNCAN E TOWNES GROUP MEMBERS: SOLIDUS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS J CORP CENTRAL INDEX KEY: 0000103884 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 620854056 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-08176 FILM NUMBER: 99518665 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: P O BOX 24300 CITY: NASHVILLE STATE: TN ZIP: 37202 BUSINESS PHONE: 6152691900 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37202 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP / TN / DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS CORP DATE OF NAME CHANGE: 19890910 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP DATE OF NAME CHANGE: 19820520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUNCAN E TOWNES CENTRAL INDEX KEY: 0000900371 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: STE 100 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156653818 MAIL ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: SUITE 100 CITY: NASHVILLE STATE: TN ZIP: 37215 SC 13D 1 J ALEXANDER'S CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. N/A) J. Alexander's Corporation - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock - ---------------------------------------------------------------------------- (Title of Class of Securities) 9287531 ------------------------------------------- (CUSIP Number) E. Townes Duncan 30 Burton Hills Blvd., Ste. 100 Nashville, Tennessee 37215 (615) 665-3818 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 21, 1999 ------------------------------------------- (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 Rule 13d-1(e), (f) or (g), check the following box. [ ] *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 ("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). 2 CUSIP No. 9287531 13D Page 2 of 8 Pages - ---------------------- ----------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSON E. Townes Duncan - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 24,730 shares of Common Stock NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 477,170 shares of Common Stock OWNED BY --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 24,730 shares of Common Stock --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 477,170 shares of Common Stock - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 501,900 shares of Common Stock, consisting of 23,550 shares of Common Stock held directly, and 478,350 shares of Common Stock held indirectly. - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5% Common Stock - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ 2 3 CUSIP No. 9287531 13D Page 3 of 8 Pages - ---------------------- ----------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSON Solidus, LLC - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 474,400 shares of Common Stock OWNED BY --------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares of Common Stock PERSON WITH --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 474,400 shares of Common Stock - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,400 shares of Common Stock held directly - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] Excludes shares beneficially owned by its Chief Manager, E. Townes Duncan, personally, either directly or indirectly through his wife, as custodian for minor children or trusts for the benefit of his children. - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% Common Stock - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON 00 - ------------------------------------------------------------------------------ 3 4 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, par value $0.05 per share (the "Common Stock") of J. Alexander's Corporation, a Tennessee corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37202. ITEM 2. IDENTITY AND BACKGROUND. E. Townes Duncan: (a) E. Townes Duncan (b) 30 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215. (c) Chief Manager, Solidus, LLC, 30 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215. Solidus, LLC is a private investment firm. (d) During the last five years, Mr. Duncan has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (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 where, as a result of such proceeding, he was 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) United States. Solidus, LLC: Solidus, LLC ("Solidus") is a limited liability company formed under the laws of the State of Tennessee. Solidus is a private investment firm with its principal office and business located at 30 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215. Solidus has not been convicted in a criminal proceeding or been a party to a civil proceeding described in Schedule 13D Item 2(d) or (e). Pursuant to Schedule 13D General Instruction C, information with respect to the Board of Governors of Solidus is set forth on Exhibit 2 hereto, incorporated herein by reference. 4 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On January 21, 1999, Solidus purchased 240,000 shares of common stock of the Issuer in a negotiated transaction at a price of $4.00 per share, for a total consideration of $960,000. The source of funds was the working capital of Solidus. ITEM 4. PURPOSE OF TRANSACTION. Each of Mr. Duncan and Solidus holds shares of Common Stock described herein for investment purposes. In the ordinary course of business, each of Mr. Duncan and Solidus from time to time reviews the performance of its investments and considers possible strategies for enhancing value. As part of the review of investments in the Common Stock, each of Mr. Duncan and Solidus may explore from time to time in the future a variety of alternatives, including, without limitation: (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) a change in the present Board of Directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. There is no assurance that Mr. Duncan or Solidus will develop any plans or proposals with respect to any of the foregoing matters. Any alternatives which Mr. Duncan or Solidus may pursue will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Common Stock, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions. Except as set forth above, neither Mr. Duncan nor Solidus has plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) Mr. Duncan beneficially owns 9.2% of the Common Stock of the Issuer (0.5% with sole dispositive power), or 501,900 shares of Common Stock, consisting of 23,550 shares of Common Stock held directly and 478,350 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. 5 6 Solidus beneficially owns 8.7% of the Common Stock of the Issuer (0% with sole dispositive power), or 474,400 shares of Common Stock held directly. (b) Mr. Duncan beneficially owns the following number of shares of Common Stock with: Sole Voting Power: 24,730 shares of Common Stock Shared Voting Power: 477,170 shares of Common Stock Sole Dispositive Power: 24,730 shares of Common Stock Shared Dispositive Power: 477,170 shares of Common Stock Mr. Duncan shares voting power and dispositive power with respect to 700 shares held by Mr. Duncan's wife, Ellen Duncan, and with respect to 2,070 shares held in trusts of which Mrs. Duncan is trustee. Mrs. Duncan is a homemaker. Her residence address is 4337 Sneed Road, Nashville, Tennessee 37215-3215. She has no disclosures pursuant to Item 2(d) or (e). She is a citizen of the United States. Mr. Duncan shares voting power and dispositive power with respect to 474,400 shares of Common Stock held by Solidus, of which he is the Chief Manager and a member of the Board of Governors. Solidus beneficially owns the following number of shares of Common Stock with: Sole Voting Power: 0 shares of Common Stock Shared Voting Power: 474,400 shares of Common Stock Sole Dispositive Power: 0 shares of Common Stock Shared Dispositive Power: 474,400 shares of Common Stock Information with respect to the Board of Governors of Solidus is set forth on Exhibit 2 hereto. (c) On December 2, 1998, Solidus purchased 3,300 shares of Common Stock on the open market at a price of $3.50 per share. On December 10, 1998, Solidus purchased 700 shares of Common Stock on the open market at a price of $3.50 per share. 6 7 On January 21, 1999, Solidus purchased 240,000 shares of Common Stock in a negotiated transaction at a price of $4.00 per share. On December 7, 1998, Mr. Duncan purchased 100 shares of Common Stock on the open market at a price of $3.6875 per share. (d) N/A (e) N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The shares beneficially owned by Mr. Duncan include an aggregate of 2,070 shares of Common Stock held in three trusts of which his wife is the trustee. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement of E. Townes Duncan and Solidus, LLC Exhibit 2 Information with respect to the Board of Governors of Solidus, LLC 7 8 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. /s/ E. Townes Duncan ----------------------------- E. Townes Duncan Date: January 31, 1999 8 EX-1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1 JOINT FILING AGREEMENT (PURSUANT TO RULE 13D-1(F)) In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of J. Alexander's Corporation, and further agree that this Joint Filing Agreement expressly authorizes E. Townes Duncan to file on such party's behalf any and all amendments to such Statement. Each such party undertakes to notify E. Townes Duncan of any changes giving rise to an obligation to file an amendment to Schedule 13D and it is understood that in connection with this Statement and all amendments thereto, each such party shall be responsible only for information supplied by such party. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 29th day of January, 1999. SOLIDUS, LLC By: /s/ E. Townes Duncan --------------------- E. Townes Duncan Chief Manager /s/ E. Townes Duncan ----------------------- E. Townes Duncan EX-2 3 INFORMATION WITH RESPECT TO THE BOARD 1 EXHIBIT 2 TO SCHEDULE 13D INFORMATION WITH RESPECT TO THE BOARD OF GOVERNORS OF SOLIDUS, LLC Solidus, LLC ("Solidus") is a limited liability company managed by a Board of Governors. The members of the Board of Governors are E. Townes Duncan, John Morris and Alfred Morris. Mr. Duncan has been designated the Chief Manager of Solidus, and is responsible for the routine management of its business. Information with respect to Mr. Duncan is set forth in the Schedule 13D. - - Information with respect to the other members of the Board of Governors is as follows: - John A. Morris, Jr., M.D., is Professor of Surgery at the Vanderbilt University School of Medicine, 2100 Pierce Avenue, 243 Medical Center South, Nashville, Tennessee, 37212, and is the Chairman of the Board of Directors of Sirrom Capital Corporation ("Sirrom"). The address of Dr. Morris and of Sirrom is 500 Church Street, Suite 200, Nashville, Tennessee 37219. Sirrom is a specialty finance company that makes loans to small businesses. During the last five years, Dr. Morris has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Dr. Morris has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, he was 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. Dr. Morris is a citizen of the United States. Except as set forth in Item 4 of the Schedule 13D with respect to Solidus, Mr. Morris has no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. - Alfred Morris is self-employed as a private investor. His residence is 970 Park Avenue, Apt. 7N, New York, New York 10028. During the last five years, Mr. Morris has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mr. Morris has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, he was 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. Mr. Morris is a citizen of the United States. Except as set forth in Item 4 of the Schedule 13D with respect to Solidus, Mr. Morris has no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. - - Interest in securities of the Issuer: Neither John Morris nor Alfred Morris beneficially owns shares of Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----