-----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, JuGJQPTlp83ofCM1JbEINPBCQVNZHRS0cRrzABM7LWs65NPcLfLdTd3xWS397Jsn z80cKzLp3DIvJw5L4PF70w== 0000849101-00-000010.txt : 20001206 0000849101-00-000010.hdr.sgml : 20001206 ACCESSION NUMBER: 0000849101-00-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVADO BRANDS INC CENTRAL INDEX KEY: 0000849101 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 592778983 STATE OF INCORPORATION: GA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43495 FILM NUMBER: 783185 BUSINESS ADDRESS: STREET 1: HANCOCK AT WASHINGTON CITY: MADISON STATE: GA ZIP: 30650 BUSINESS PHONE: 7063424552 MAIL ADDRESS: STREET 1: HANCOCK AT WASHINGTON CITY: MADISON STATE: GA ZIP: 30650 FORMER COMPANY: FORMER CONFORMED NAME: APPLE SOUTH INC DATE OF NAME CHANGE: 19950111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVADO BRANDS INC CENTRAL INDEX KEY: 0000849101 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 592778983 STATE OF INCORPORATION: GA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: HANCOCK AT WASHINGTON CITY: MADISON STATE: GA ZIP: 30650 BUSINESS PHONE: 7063424552 MAIL ADDRESS: STREET 1: HANCOCK AT WASHINGTON CITY: MADISON STATE: GA ZIP: 30650 FORMER COMPANY: FORMER CONFORMED NAME: APPLE SOUTH INC DATE OF NAME CHANGE: 19950111 SC 13D 1 0001.txt AVADO BRANDS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AVADO BRANDS, INC. ------------------------------------ (Name of Issuer) Avado Financing I, $3.50 Term Convertible Securities ------------------------------------------------------ (Title of Class of Securities) 05336Q205 ----------------------- (CUSIP Number) Tom E. DuPree, Jr. Avado Brands, Inc. Hancock at Washington Madison, GA 30650 (706) 342-4552 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 2000 ------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [ ] SCHEDULE 13D CUSIP No. 05336Q205 1 NAMES OF REPORTING PERSONS Tom E. DuPree, Jr. _______________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________________ 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) [ ] _______________________________________________________________________ 6. CITIZENSHIP United States of America _______________________________________________________________________ NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY ____________________________________ EACH REPORTING 8. SHARED VOTING POWER PERSON WITH ____________________________________ 9. SOLE DISPOSITIVE POWER 100,000 ____________________________________ 10. SHARED DISPOSITIVE POWER _______________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 _______________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% _______________________________________________________________________ 14. TYPE OF REPORTING PERSON IN Page 2 Item 1. Security and Issuer. This statement relates to the 2,300,000, $3.50 term convertible securities, Series A (the "Convertible Preferred Securities") issued by Avado Financing I (the "Trust"), having a liquidation preference of $50 per security. The Trust, a statutory business trust, is a wholly owned, consolidated subsidiary of Avado Brands, Inc. ("Avado") with its sole asset being $115.0 million aggregate principal amount of 7% convertible subordinated debentures due March 1, 2027 of Avado Brands, Inc. The Convertible Preferred Securities are convertible until 2027 at an initial rate of 3.3801 shares of Avado Brands common stock for each security. Avado Brands principal executive offices are located at Hancock at Washington, Madison, GA 30650. Item 2. Identity and Background. This statement is filed by Tom E. DuPree, Jr., Chairman and Chief Executive Officer of Avado. The principal business of Avado and its subsidiaries is the ownership and operation of restaurants. The business address of Avado and Mr. DuPree is Hancock at Washington, Madison, GA 30650. During the last five years, Mr. DuPree has not been convicted in any criminal proceeding (excluding any traffic violations or similar misdemeanors) or been party to any civil proceeding as a result of which such person 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. Mr. DuPree is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Mr. DuPree has not acquired the Convertible Preferred Securities other than by purchase. The source and amount of funds used by Mr. DuPree to make prior acquisitions of Avado securities are is not material to the consummation of the transactions disclosed in this Schedule 13D. Mr. DuPree used personal funds to complete the transaction and does not intend to borrow any part of the purchase price for this transaction or any additional acquisitions of the Company's securities. Item 4. Purpose of the Transaction. Mr. DuPree intends, from time to time and depending on market conditions, to acquire additional Convertible Preferred Securities for investment purposes. It is Mr. DuPree's intent to convert the Convertible Preferred Securities into shares of Avado common stock. Mr. DuPree does not have any present plans or proposals with respect to Avado that relate to or could result in the occurrence of any of the following events: - A change in control or merger as that term is defined in the Company's publicly held debt securities, including term trust preferred securities (collectively, the "Public Debt") that would require such Public Debt to be redeemed. - An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Avado or any of its subsidiaries; - A sale or transfer of a material amount of assets of Avado or any of its subsidiaries; - Any change in the present board of directors or management of Avado, including any plans or proposals to change the number or term of directors to fill any existing vacancies on the board; - Any material change in the present capitalization or dividend policy of Avado; Page 3 - Any other material change in Avado's business or corporate structure; - Changes in Avado's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Avado by any person; - Causing a class of securities of Avado 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; - A class of equity securities of Avado becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or - Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Aggregate number of shares and percentage of outstanding Convertible Preferred Securities beneficially owned by Mr. DuPree. Reporting Person Number of Shares Percentage of Class - -------------------------------------------------------------------------------- Tom E. DuPree, Jr. 100,000 5.5% (b) Mr. DuPree has the sole power to dispose of all of the shares of Convertible Preferred Securities beneficially owned by him as set forth in Item 5(a). The Convertible Preferred Securities are non-voting securities. The Convertible Preferred Securities are convertible at Mr. DuPree's option into 338,010 shares of Avado common stock. Upon conversion Mr. DuPree would also have sole voting power of these shares. (c) Mr. DuPree has not acquired, disposed of, or engaged in any other transaction with respect to the Convertible Preferred Securities during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Mr. DuPree holds Avado Common Stock in individual margin accounts. These accounts are subject to standard margin call provisions which may require the deposit of additional funds or securities into the accounts or sale of a portion of such Common Stock because of declines in the price of the Common Stock. As the long-term component of executive compensation, Avado grants options to purchase Common Stock in the future at the market value of the stock on the date of grant. Option terms are for a period of ten years with 50% of the total grant vested in the first five year period and 50% vested in the second five year period. Mr. DuPree holds options granted by Avado as executive compensation. The numbers of shares of Common Stock underlying the currently exercisable options (which shares have been included in shares beneficially owned) and currently unexercisable options held by Mr. DuPree are set forth below. Shares Underlying Share Underlying Reporting Person Exercisable Options Unexercisable Options - -------------------------------------------------------------------------------- Tom E. DuPree, Jr. 443,738 944,385 Item 7. Material to be Filed as Exhibits. None Page 4 Signatures 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. Date: December 4, 2000 By: /s/ Tom E. DuPree, Jr. ------------------------- Tom E. DuPree, Jr. -----END PRIVACY-ENHANCED MESSAGE-----