-----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, O4+dj62X+N3BeB0a1EnoIF6BuaKyXksZLqKxkDFmmId2z+4QPYHMHbgbh4Wvu0Pu 7oHOxoPGncneWb7FSSxtWA== 0000950144-99-003105.txt : 19990325 0000950144-99-003105.hdr.sgml : 19990325 ACCESSION NUMBER: 0000950144-99-003105 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990324 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/A SEC ACT: SEC FILE NUMBER: 005-08176 FILM NUMBER: 99571906 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/A 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/A 1 J. ALEXANDER'S CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) J. Alexander's Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 466096104 -------------------------- (CUSIP Number) E. Townes Duncan 30 Burton Hills Boulevard, Suite 100 Nashville, Tennessee 37215 (615) 665-3818 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 22, 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). (continued on the following pages) (Page 1 of 8 Pages) 2 - ------------------------- --------------------------------- CUSIP No. 466096104 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 33,730 shares of Common Stock SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,563,436 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 33,730 shares of Common Stock REPORTING ----------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 1,563,436 shares of Common Stock WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,597,166 shares of Common Stock, consisting of 32,550 shares of Common Stock held directly, which includes 9,000 shares issuable upon the exercise of outstanding stock options, and 1,564,616 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 (11) 24.5% Common Stock - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 2 3 - ----------------------- ------------------------------ CUSIP No. 466096104 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 shares of Common Stock SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,560,666 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock REPORTING ----------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 1,560,666 shares of Common Stock WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,666 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 (11) 23.9% Common Stock - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- 3 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 22, 1999, Solidus purchased 1,086,266 shares of common stock, par value $0.05 per share (the "Common Stock"), of the Issuer in a negotiated transaction at a price of $3.75 per share, for a total consideration of $4,073,497.50. 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, and Solidus made the purchase described herein to provide the Issuer with additional capital as part of the Issuer's financing plan. Solidus believes that providing additional equity capital to the Issuer will enable the Issuer to carry out its long-term business strategy for the benefit of all the Issuer's shareholders. Pursuant to a Stock Purchase and Standstill Agreement between Solidus and the Issuer, dated March 22, 1999, Solidus purchased 1,086,266 shares of common stock, for $3.75 per share, for an aggregate purchase price of $4,073,497.50. In addition, Solidus agreed that (i) for a period of seven years, Solidus and its affiliates would not acquire or hold more than 33% of the Issuer's common stock; (ii) for a period of seven years, Solidus and its affiliates would not solicit proxies for a vote of the shareholders of the Issuer; (iii) for a period of seven years, Solidus and its affiliates would not sell the Issuer's common stock, except to the Issuer, a person, entity or group approved by the Issuer or to an affiliate of Solidus; (iv) the above restrictions on Solidus' ownership and ability to solicit proxies would terminate in the event of certain tender offers or exchange offers, a notice filing with the Department of Justice relating to the acquisition by a third party of more than 15% of the outstanding common stock or with the Securities and Exchange Commission relating to the acquisition by a third party of more than 10% of the outstanding common stock, the Issuer's proposing or approving a merger or other business combination, or a change to a majority of the Issuer's Board of Directors over a two-year period; and (v) Solidus would not exercise rights attributable to the 1,086,266 shares of common stock purchased on March 22, 1999, during the Issuer's rights offering, pursuant to which holders of each share will be granted the nontransferable right to purchase 0.2 share of the Issuer's common stock at $3.75 per share for each share owned on April 5, 1999. Either Mr. Duncan or Solidus may purchase additional shares of Common Stock subject to the foregoing limitations. 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. 4 5 ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) Mr. Duncan beneficially owns 24.5% of the Common Stock of the Issuer (0.5% with sole dispositive power), or 1,597,166 shares of Common Stock, consisting of 32,550 shares of Common Stock held directly, which includes 9,000 shares issuable upon the exercise of stock options, and 1,564,616 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 23.9% of the Common Stock of the Issuer (0% with sole dispositive power), or 1,560,666 shares of Common Stock held directly. (b) Mr. Duncan beneficially owns the following number of shares of Common Stock with: Sole Voting Power: 33,730 shares of Common Stock Shared Voting Power: 1,563,436 shares of Common Stock Sole Dispositive Power: 33,730 shares of Common Stock Shared Dispositive Power: 1,563,436 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 1,560,666 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: 1,560,666 shares of Common Stock Sole Dispositive Power: 0 shares of Common Stock Shared Dispositive Power: 1,560,666 shares of Common Stock 5 6 Information with respect to the Board of Governors of Solidus is set forth on Exhibit 2 to the Reporting Person's Schedule 13D filed with the Securities and Exchange Commission on February 1, 1999. (c) On March 22, 1999, Solidus purchased 1,086,266 shares of Common Stock in a negotiated transaction, at a price of $3.75 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. Pursuant to a Stock Purchase and Standstill Agreement between Solidus and the Issuer, dated March 22, 1999, Solidus purchased 1,086,266 shares of common stock, for $3.75 per share, for an aggregate purchase price of $4,073,497.50. In addition, Solidus agreed that (i) for a period of seven years, Solidus and its affiliates would not acquire or hold more than 33% of the Issuer's common stock; (ii) for a period of seven years, Solidus and its affiliates would not solicit proxies for a vote of the shareholders of the Issuer; (iii) for a period of seven years, Solidus and its affiliates would not sell the Issuer's common stock, except to the Issuer, a person, entity or group approved by the Issuer or to an affiliate of Solidus; (iv) the above restrictions on Solidus' ownership and ability to solicit proxies would terminate in the event of certain tender offers or exchange offers, a notice filing with the Department of Justice relating to the acquisition by a third party of more than 15% of the outstanding Common Stock or with the Securities and Exchange Commission relating to the acquisition by a third party of more than 10% of the outstanding common stock, the Issuer's proposing or approving a merger or other business combination, or a change to a majority of the Issuer's Board of Directors over a two-year period; and (v) Solidus would not exercise rights attributable to the 1,086,266 shares of common stock purchased on March 22, 1999, during the Issuer's rights offering, pursuant to which holders of each share will be granted the nontransferable right to purchase 0.2 share of the Issuer's common stock at $3.75 per share for each share owned on April 5, 1999. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement of E. Townes Duncan and Solidus, LLC (included in the Schedule 13D filed on February 1, 1999.) 6 7 Exhibit 2 Information with respect to the Board of Governors of Solidus, LLC (included in the Schedule 13D filed on February 2, 1999.) Exhibit 3 Stock Purchase and Standstill Agreement between the Issuer and Solidus, LLC (Exhibit 4(e) of the issuer's Annual Report on Form 10-K for the year ended January 3, 1999, is incorporated by reference.) 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: March 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----