CUSIP No. 466096104
|
Page 2 of 11 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Privet Fund LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) o
|
||
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) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
562,599
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
562,599
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,599
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 466096104
|
Page 3 of 11 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Privet Fund Management LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
600,956
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
600,956
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,956
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 466096104
|
Page 4 of 11 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ryan Levenson
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
600,956
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
600,956
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,956
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 466096104
|
Page 5 of 11 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ben Rosenzweig
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7
|
SOLE VOTING POWER
3,029
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
3,029
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,029
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 466096104
|
Page 6 of 11 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Todd Diener
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 466096104
|
Page 7 of 11 Pages
|
CUSIP No. 466096104
|
Page 8 of 11 Pages
|
Item 5.
|
Interest in Securities of the Issuer.
|
Exhibit 99.1
|
June 14 Letter
|
Exhibit 99.2
|
June 28 Letter
|
Exhibit 99.3
|
Complaint to Compel Annual Meeting
|
Exhibit 99.4
|
Notice of Special Meeting
|
Exhibit 99.5
|
July 5 Letter
|
CUSIP No. 466096104
|
Page 9 of 11 Pages
|
Date: July 5, 2012
|
PRIVET FUND LP
|
||||
|
|
||||
|
By: Privet Fund Management LLC,
|
||||
Managing Partner | |||||
By: | /s/ Ryan Levenson | ||||
Name: Ryan Levenson | |||||
Title: Managing Member | |||||
PRIVET FUND MANAGEMENT LLC | |||||
By: | /s/ Ryan Levenson | ||||
Name: Ryan Levenson | |||||
Title: Managing Member | |||||
/s/ Ryan Levenson | |||||
Ryan Levenson | |||||
/s/ Ben Rosenzweig | |||||
Ben Rosenzweig | |||||
/s/ Todd Diener | |||||
Todd Diener |
CUSIP No. 466096104
|
Page 10 of 11 Pages
|
1.
|
Privet Fund Management LLC
|
Trade Date
|
Nature of Transaction (Purchase/Sale)
|
Number of Shares
|
Price Per Share1
|
6/14/2012
|
Purchase
|
8
|
9.09
|
6/14/2012
|
Purchase
|
200
|
9.099
|
6/14/2012
|
Purchase
|
392
|
9.099
|
6/14/2012
|
Purchase
|
400
|
9.099
|
6/14/2012
|
Purchase
|
200
|
9.099
|
6/14/2012
|
Purchase
|
300
|
9.099
|
6/14/2012
|
Purchase
|
200
|
9.099
|
6/14/2012
|
Purchase
|
300
|
9.099
|
6/14/2012
|
Purchase
|
300
|
9.1999
|
6/14/2012
|
Purchase
|
100
|
9.1999
|
6/14/2012
|
Purchase
|
300
|
9.1999
|
6/14/2012
|
Purchase
|
300
|
9.1999
|
6/14/2012
|
Purchase
|
55
|
9.2
|
6/14/2012
|
Purchase
|
745
|
9.1989
|
6/14/2012
|
Purchase
|
100
|
9.1989
|
6/14/2012
|
Purchase
|
100
|
9.1989
|
6/14/2012
|
Purchase
|
455
|
9.199
|
6/14/2012
|
Purchase
|
100
|
9.199
|
6/14/2012
|
Purchase
|
45
|
9.199
|
6/14/2012
|
Purchase
|
200
|
9.199
|
6/14/2012
|
Purchase
|
200
|
9.199
|
6/14/2012
|
Purchase
|
500
|
9.1989
|
6/14/2012
|
Purchase
|
100
|
9.1989
|
6/14/2012
|
Purchase
|
200
|
9.1989
|
6/14/2012
|
Purchase
|
100
|
9.1989
|
6/14/2012
|
Purchase
|
100
|
9.1989
|
6/14/2012
|
Purchase
|
145
|
9.2
|
6/14/2012
|
Purchase
|
100
|
9.2
|
6/14/2012
|
Purchase
|
200
|
9.2
|
6/14/2012
|
Purchase
|
100
|
9.2
|
6/14/2012
|
Purchase
|
100
|
9.2
|
6/14/2012
|
Purchase
|
55
|
9.2499
|
6/14/2012
|
Purchase
|
100
|
9.2499
|
CUSIP No. 466096104
|
Page 11 of 11 Pages
|
Trade Date | Nature of Transaction (Purchase/Sale) | Number of Shares | Price Per Share1 |
6/14/2012
|
Purchase
|
100
|
9.2499
|
6/14/2012
|
Purchase
|
100
|
9.22
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
45
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.2489
|
6/14/2012
|
Purchase
|
100
|
9.3
|
6/14/2012
|
Purchase
|
100
|
9.3
|
6/14/2012
|
Purchase
|
155
|
9.3
|
6/14/2012
|
Purchase
|
100
|
9.3
|
6/14/2012
|
Purchase
|
100
|
9.3
|
6/14/2012
|
Purchase
|
100
|
9.3
|
6/14/2012
|
Purchase
|
500
|
9.3
|
6/14/2012
|
Purchase
|
300
|
9.3
|
6/14/2012
|
Purchase
|
100
|
9.3
|
6/14/2012
|
Purchase
|
100
|
9.2999
|
1 |
PRIVET FUND LP, and
|
)
|
|||
PRIVET FUND MANAGEMENT LLC,
|
)
|
|||
)
|
||||
Plaintiffs,
|
)
|
|||
)
|
CIVIL ACTION
|
|||
v.
|
)
|
FILE NO. |
[12-962-I]
|
|
)
|
||||
J. ALEXANDER’S CORPORATION,
|
)
|
|||
)
|
||||
Defendant.
|
)
|
|||
)
|
/s/ Eugene N. Bulso, Jr.
|
||||
Eugene N. Bulso, Jr.
|
||||
Tennessee Bar No. 12005
|
||||
Steven A. Nieters
|
||||
Tennessee Bar No. 26505
|
||||
LEADER, BULSO & NOLAN, PLC
|
||||
414 Union Street
|
||||
Suite 1740
|
||||
Nashville, Tennessee 37219
|
||||
Telephone:
|
(615) 780-4100
|
|||
Facsimile:
|
(615) 780-4101
|
|||
Email:
|
gbulso@LeaderBulso.com | |||
– OF COUNSEL –
|
||||
Jennifer B. Dempsey
|
||||
Damon J. Whitaker
|
||||
BRYAN CAVE LLP
|
||||
One Atlantic Center – Fourteenth Floor
|
||||
1201 West Peachtree Street, NW
|
||||
Atlanta, Georgia 30309-3488
|
||||
Telephone:
|
(404) 572-6600
|
|||
Facsimile:
|
(404) 572-6999
|
|||
Email:
|
Jennifer.dempsey@bryancave.com
|
|||
Damon.whitaker@bryancave.com
|
||||
Attorneys for Plaintiffs
|
/s/ Ryan Levenson
|
|||
Ryan Levenson |
NOTARY PUBLIC
|
|||
/s/ Courtney Smith
|
|||
Print Name:
|
Courtney Smith
|
||
My Commission Expires:
|
|||
Affix Notarial Seal
|
Very truly yours, | ||||
PRIVET FUND LP | ||||
|
By:
|
PRIVET FUND MANAGEMENT LLC, | ||
Managing Partner of Privet Fund LP | ||||
/s/ Ryan Levenson | ||||
Ryan Levenson | ||||
Title: Managing Member |
1.
|
To increase the number of directors constituting the Company’s Board of Directors (the “Board”) by two (the “Board Size Proposal”);
|
|
2.
|
To elect Ryan Levenson and Todd Diener (the “Nominees”) to fill the newly created vacancies on the Board (the “Election Proposal”);
|
|
3.
|
To repeal any provision of the Bylaws that may be adopted by the Board subsequent to the last public filing on October 30, 2007, of the Bylaws prior to the Special Meeting (the “Bylaw Restoration Proposal”).
|
4.
|
To initiate and vote for proposals to recess or adjourn the Special Meeting to a later date or time, if necessary, for any reason, and to oppose and vote against any proposal to recess or adjourn the Special Meeting (the “Adjournment Proposal”, and collectively with aforementioned proposals, the “Proposals”).
|
(i)
|
(a)
|
The information regarding each of the Nominees that would be required to be disclosed in connection with a solicitation of proxies for the election of such nominees as directors pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Act”), is set forth in the preliminary proxy statement, as amended, filed by Privet Fund LP on behalf of The Committee to Strengthen J. Alexander’s (the “Committee”) with the Securities and Exchange Commission on May 31, 2012 (the “Committee Proxy Statement”), which is available at http://sec.gov/Archives/edgar/data/103884/000118811212001839/t73767_ prrn14a.htm , and is hereby incorporated by reference herein.
|
|
(b)
|
The consents of each of the Nominees to serve as a director of the Company are attached on Schedule A hereto.
|
||
(ii)
|
The reasons for conducting the business proposed at the Special Meeting is that the Company has unduly and unreasonably restricted the ability of stockholders to exercise their voting rights by failing to call and hold the 2012 annual meeting of stockholders (“Annual Meeting”) on a timely basis. The Board Size Proposal facilitates the Election Proposal. Additional reasons for the Election Proposal are set forth in the Committee Proxy Statement. The Bylaw Restoration Proposal and the Adjournment Proposal are for the purpose of addressing the possibility that the Company may take other actions with the purpose or effect of frustrating the exercise of stockholders’ franchise. The Nominees and the Demanding Stockholders may be deemed to have an interest in the Proposals since the effect of the Proposals is to facilitate the election of the Nominees, and Ryan Levenson is the Managing Member of the general partner of Privet Fund LP.
|
||
(iii)
|
(a)
|
Privet Fund LP’s name and current address is 3280 Peachtree Road, Suite 2670, Atlanta, GA 30305 (the “Current Address”); Privet Fund LP’s address as it appears on the Company’s books is 50 Old Ivy Rd., Suite 150, Atlanta, GA 30342; the address of each beneficial owner described below is c/o Privet Fund LP at the Current Address; and the names and addresses of the Nominees are set forth in the Committee Proxy Statement.
|
(b)
|
Privet Fund LP represents that, as of the date hereof, (i) it is the beneficial owner of 562,599 shares of Common Stock of the Company entitled to vote for the election of directors (of which one share is held of record); (ii) it does not have any rights to acquire shares of the Common Stock other than as set forth herein; (iii) it undertakes to continue to hold its shares of Common Stock through the record date for the Annual Meeting; and (iv) it intends to appear in person or by proxy at the Annual Meeting or Special Meeting to present the Proposals and to nominate the Nominees to the Board.
|
||
(c)
|
Privet Fund Management LLC, as the Managing Partner of Privet Fund LP, may be deemed under Rules 13d-3 and 13d-5 of the Act to be the beneficial owner of 600,956 shares of the Common Stock of the Company entitled to vote for the election of directors (of which no shares are held of record by Privet Fund Management LLC), including the 562,599 shares of the Common Stock of the Company held by Privet Fund LP and 38,357 shares of Common Stock held by Privet Fund Management LLC in a separately managed account pursuant to which the account owner has delegated all voting and dispositive power to Privet Fund Management LLC.
|
||
(d)
|
Ryan Levenson, as the Managing Member of Privet Fund Management LLC, may be deemed under Rules 13d-3 and 13d-5 of the Act to be the beneficial owner of 600,956 shares of the Common Stock of the Company entitled to vote for the election of directors (of which no shares are held of record by Ryan Levenson), including the shares beneficially owned by Privet Fund Management LLC.
|
||
(e)
|
Privet Fund LP, Privet Fund Management LLC, and the Nominees are members of the Committee. The members of such Committee may be deemed to constitute a group within the meaning of Rule 13d-5 of the Act, and each member of such group may be deemed to beneficially own an aggregate of 603,985 shares of Common Stock of the Company; however, each member disclaims beneficial ownership of the shares owned by the other members except as expressly set forth above. Benjamin Rosenzweig is the remaining member of the Committee whose address is c/o Privet Fund LP at the Current Address.
|
||
(f)
|
Privet Fund LP intends to deliver a proxy statement and form of proxy to a sufficient number of holders of the Company’s voting shares to elect the Nominees and approve the Proposals (the “Proposed Solicitation”).
|
Very truly yours,
|
|||
Cede & Co.
|
|||
By:
|
/s/ Lori-Ann Trezza | ||
Name: Lori-Ann Trezza
|
|||
Title: Partner
|
cc:
|
Rick Miller, Bryan Cave LLP
|
Eliot W. Robinson, Bryan Cave LLP
|
/s/ Donna M. Ruggiero | ||
DONNA M. RUGGIERO
|
||
Notary Public, State of New York
|
||
No. 01RU6007608
|
||
Qualified In New York County
|
||
Commission Expires May 26, 2014
|
|
1.
|
To increase the number of directors constituting the Company’s Board of Directors (the “Board”) by two (the “Board Size Proposal”);
|
|
2.
|
To elect Ryan Levenson and Todd Diener (the “Nominees”) to fill the newly created vacancies on the Board (the “Election Proposal”);
|
|
3.
|
To repeal any provision of the Bylaws that may be adopted by the Board subsequent to the last public filing on October 30, 2007, of the Bylaws prior to the Special Meeting (the “Bylaw Restoration Proposal”).
|
|
4.
|
To initiate and vote for proposals to recess or adjourn the Special Meeting to a later date or time, if necessary, for any reason, and to oppose and vote against any proposal to recess or adjourn the Special Meeting (the “Adjournment Proposal”, and collectively with aforementioned proposals, the “Proposals”).
|
(i)
|
(a)
|
The information regarding each of the Nominees that would be required to be disclosed in connection with a solicitation of proxies for the election of such nominees as directors pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Act”), is set forth in the preliminary proxy statement, as amended, filed by Privet Fund LP on behalf of The Committee to Strengthen J. Alexander’s (the “Committee”) with the Securities and Exchange Commission on May 31, 2012 (the “Committee Proxy Statement”), which is available at http://sec.gov/Archives/edgar/data/103884/000118811212001839/t73767_ prrn14a.htm , and is hereby incorporated by reference herein.
|
|
(b)
|
The consents of each of the Nominees to serve as a director of the Company are attached on Schedule A hereto.
|
||
(ii)
|
The reasons for conducting the business proposed at the Special Meeting is that the Company has unduly and unreasonably restricted the ability of stockholders to exercise their voting rights by failing to call and hold the 2012 annual meeting of stockholders (“Annual Meeting”) on a timely basis. The Board Size Proposal facilitates the Election Proposal. Additional reasons for the Election Proposal are set forth in the Committee Proxy Statement. The Bylaw Restoration Proposal and the Adjournment Proposal are for the purpose of addressing the possibility that the Company may take other actions with the purpose or effect of frustrating the exercise of stockholders’ franchise. The Nominees and the Demanding Stockholders may be deemed to have an interest in the Proposals since the effect of the Proposals is to facilitate the election of the Nominees, and Ryan Levenson is the Managing Member of the general partner of Privet Fund LP.
|
||
(iii)
|
(a)
|
Privet Fund LP’s name and current address is 3280 Peachtree Road, Suite 2670, Atlanta, GA 30305 (the “Current Address”); Privet Fund LP’s address as it appears on the Company’s books is 50 Old Ivy Rd., Suite 150, Atlanta, GA 30342; the address of each beneficial owner described below is c/o Privet Fund LP at the Current Address; and the names and addresses of the Nominees are set forth in the Committee Proxy Statement.
|
|
(b)
|
Privet Fund LP represents that, as of the date hereof, (i) it is the beneficial owner of 562,599 shares of Common Stock of the Company entitled to vote for the election of directors (of which one share is held of record); (ii) it does not have any rights to acquire shares of the Common Stock other than as set forth herein; (iii) it undertakes to continue to hold its shares of Common Stock through the record date for the Annual Meeting; and (iv) it intends to appear in person or by proxy at the Annual Meeting or Special Meeting to present the Proposals and to nominate the Nominees to the Board.
|
(c)
|
Privet Fund Management LLC, as the Managing Partner of Privet Fund LP, may be deemed under Rules 13d-3 and 13d-5 of the Act to be the beneficial owner of 600,956 shares of the Common Stock of the Company entitled to vote for the election of directors (of which no shares are held of record by Privet Fund Management LLC), including the 562,599 shares of the Common Stock of the Company held by Privet Fund LP and 38,357 shares of Common Stock held by Privet Fund Management LLC in a separately managed account pursuant to which the account owner has delegated all voting and dispositive power to Privet Fund Management LLC.
|
|
(d)
|
Ryan Levenson, as the Managing Member of Privet Fund Management LLC, may be deemed under Rules 13d-3 and 13d-5 of the Act to be the beneficial owner of 600,956 shares of the Common Stock of the Company entitled to vote for the election of directors (of which no shares are held of record by Ryan Levenson), including the shares beneficially owned by Privet Fund Management LLC.
|
|
(e)
|
Privet Fund LP, Privet Fund Management LLC, and the Nominees are members of the Committee. The members of such Committee may be deemed to constitute a group within the meaning of Rule 13d-5 of the Act, and each member of such group may be deemed to beneficially own an aggregate of 603,985 shares of Common Stock of the Company; however, each member disclaims beneficial ownership of the shares owned by the other members except as expressly set forth above. Benjamin Rosenzweig is the remaining member of the Committee whose address is c/o Privet Fund LP at the Current Address.
|
|
(f)
|
Privet Fund LP intends to deliver a proxy statement and form of proxy to a sufficient number of holders of the Company’s voting shares to elect the Nominees and approve the Proposals (the “Proposed Solicitation”).
|
Very truly yours,
|
|||
Cede & Co.
|
|||
By:
|
/s/ Lori-Ann Trezza
|
||
Name: Lori-Ann Trezza
|
|||
Title: Partner
|
|||
cc:
|
Rick Miller, Bryan Cave LLP
|
||
Eliot W. Robinson, Bryan Cave LLP
|
/s/ Ryan Levenson
|
|
|
Ryan Levenson
|
||
Date: June 27, 2012
|
/s/ Todd Diener |
|
|
Todd Diener
|
||
Date: June 20, 2012
|
Stockholder
|
Shares
Owned
|
Title and
Class |
Nature of Ownership
|
Percent
of Class1
|
Todd Diener
|
0
|
N/A
|
N/A
|
N/A
|
Ryan Levenson
|
600,956
|
Common
Stock
|
Beneficial
|
10.0%
|
1 All percentages of outstanding Common Stock are calculated based on information included in the Form 10-Q filed by the Company for the quarter ended April 1, 2012, which reported that 5,996,453 shares of Common Stock were outstanding as of May 15, 2012.
|
(a)
|
Privet Fund Management LLC
|
Nature of
|
Number
|
||
Transaction
|
of
|
Average Price
|
|
Trade Date
|
(Purchase/Sale)
|
Shares
|
Per Share1
|
6/14/2012
|
Purchase
|
10,000
|
9.2040
|
|
■
|
Why are management and the Board suddenly in such a hurry to sell the Company right now? A mere 15 months ago the CEO’s publicly stated exit strategy was the “Columbarium at the First Presbyterian Church in Nashville”.1 With ten consecutive quarters of same-store sales growth, would not an offer need to justly compensate shareholders for the Company’s growth prospects in order to precipitate such a drastic departure from management’s historical strategy?
|
|
■
|
Why was O’Charley’s (a restaurant company operating in a stagnant niche of casual dining, having just sold a large portion of its owned real estate and generating approximately half of the EBITDA margins that we estimate J. Alexander’s will produce this year) able to obtain the same 6.5x multiple of current year EBITDA in an all-cash2 transaction from Fidelity National just a few months ago?
|
1 |
|
■
|
Why is the Board satisfied that Fidelity will not pay more than 6.5x current year EBITDA (currently in cash and stock) when, in its very own investor presentation, Fidelity touts all of the synergies it can extract from restaurant companies and asks its investors to value those sub-par brands at 8x current year EBITDA?
|
|
■
|
Why does the Board think shareholders should accept a security with no prior market price discovery, representing minority ownership in an accumulation of businesses that have minimal overlap with the Company’s growing market niche and superior brand reputation, while all of the options belonging to insiders will be cashed-out in full?
|
|
■
|
Perhaps most relevant, did the other indications of interest offer similar terms of employment and/or compensation to the current management team? What role did this play in the Board deeming those offers to be “inferior”?
|
2 |
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