SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
AVADO BRANDS, INC.
------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------
(Title of Class of Securities)
05336P108
-----------------------
(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 6, 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 [ ]
<PAGE>
SCHEDULE 13D/A
CUSIP No. 05336P108
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 7,760,711
OWNED BY ____________________________________
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
816,443
____________________________________
9. SOLE DISPOSITIVE POWER
7,760,711
____________________________________
10. SHARED DISPOSITIVE POWER
816,443
_______________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,577,154
_______________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
_______________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
_______________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
Page 2
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the
"Common Stock"), of Avado Brands, Inc. ("Avado"), with principal executive
offices 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 Common Stock other than by purchase. The source
and amount of funds used by Mr. DuPree to make prior acquisitions of Common
Stock is not material to the consummation of the transactions proposed by this
Schedule 13D. Mr. DuPree intends to use personal funds to complete the proposed
transactions and does not intend to borrow any part of the purchase price to
acquire shares of the Company's stock.
Item 4. Purpose of the Transaction.
Mr. DuPree intends, from time to time and depending on market conditions,
to acquire additional shares of Avado Common Stock for investment purposes.
Except as described above, and except for the expectations that Mr. DuPree
may from time to time sell the Common Stock (pursuant to margin calls or
otherwise), purchase shares of the Common Stock under employee benefit plans and
the exercise of stock options granted to Mr. DuPree (depending upon market
conditions, need for funds, and other factors personal to Mr. DuPree), 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
<PAGE>
- 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 Common Stock
beneficially owned by Mr. DuPree.
Reporting Person Number of Shares Percentage of Class
--------------------------------------------------------------------------------
Tom E. DuPree, Jr. 8,577,154 31.4%
(b) Mr. DuPree has the sole power to vote and dispose of all of the shares
of Common Stock beneficially owned by him as set forth in Item 5(a) with the
exception of 644,812 shares held by various Foundations, Partnerships and Trusts
in addition to 171,631 shares held by the Company's Employee Stock Ownership
Plan which are allocated to other employees and for which Mr. DuPree has shared
investment power.
(c) On December 6, 2000, Mr. DuPree voluntarily surrendered 960,838 options
to acquire Common Stock (421,502 of which were exercisable within the next 60
days and thus previously included in Mr. DuPree's beneficial ownership). No
compensation of any form, including stock options, was received by Mr. DuPree in
return for or in anticipation of the cancellations of these option grants. In
addition, there is no agreement or understanding between the Company and Mr.
DuPree that Mr. DuPree will be granted options or receive any other form of
compensation or other benefits directly or indirectly in the future in exchange
for the options surrendered. The surrendered options were canceled for the sole
purpose of making adequate numbers of options available for issuance under the
Company's Long-term Incentive Plan to eligible employees other than Mr. DuPree.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. DuPree holds 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. 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. 22,236 405,049
Item 7. Material to be Filed as Exhibits.
None
Page 4
<PAGE>
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 7, 2000
By: /s/ Tom E. DuPree, Jr.
-------------------------
Tom E. DuPree, Jr.
