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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
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
466096104
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(CUSIP Number)
E. Townes Duncan
30 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
(615) 665-3818
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 1999
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(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)
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CUSIP No. 466096104 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON
E. Townes Duncan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
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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.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5% Common Stock
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 466096104 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Solidus, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,666 shares of Common Stock held directly.
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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.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% Common Stock
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14 TYPE OF REPORTING PERSON
00
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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.
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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
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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.)
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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.)
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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
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E. Townes Duncan
Date: March 24, 1999
