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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
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
9287531
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(CUSIP Number)
E. Townes Duncan
30 Burton Hills Blvd., Ste. 100
Nashville, Tennessee 37215
(615) 665-3818
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 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).
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CUSIP No. 9287531 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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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
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10 SHARED DISPOSITIVE POWER
477,170 shares of Common Stock
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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.
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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 9
0.5% Common Stock
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14 TYPE OF REPORTING PERSON
IN
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2
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CUSIP No. 9287531 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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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,400 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 9
0% Common Stock
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14 TYPE OF REPORTING PERSON
00
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3
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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
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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.
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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
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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
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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
-----------------------------
E. Townes Duncan
Date: January 31, 1999
8
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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
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E. Townes Duncan
Chief Manager
/s/ E. Townes Duncan
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E. Townes Duncan
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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.
