SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AVADO BRANDS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
05336P108
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(CUSIP Number)
Tom E. DuPree, Jr.
Avado Brands, Inc.
Hancock at Washington
Madison, GA 30650
(706) 342-4552
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 2000
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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 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 [ ]
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SCHEDULE 13D
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 8,182,213
OWNED BY ____________________________________
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
____________________________________
9. SOLE DISPOSITIVE POWER
8,182,213
____________________________________
10. SHARED DISPOSITIVE POWER
_______________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,998,656
_______________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
_______________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
_______________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
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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;
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- 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
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Tom E. DuPree, Jr. 8,998,656 32.4%
(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. In addition, the number of shares beneficially owned by Mr.
DuPree includes 338,010 common shares shares related to 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. Mr. DuPree owns 100,000 Convertible Preferred
Securities.
(c) Mr. DuPree acquired an additional 444,010 shares of Common Stock at an
average price per share of $1.07 through open market transactions as follows:
Date Shares Price per share
--------------- ----------- --------------------
Nov. 30, 2000 20,000 $1.01
Dec. 01, 2000 86,000 $1.04
Dec. 01, 2000 338,010* $1.08
*Represents the acquisition of 100,000 Convertible Preferred Securities
which are convertible at Mr. DuPree's option into 338,010 shares of Common
Stock.
(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. 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
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Tom E. DuPree, Jr. 443,738 944,385
Item 7. Material to be Filed as Exhibits.
None
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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.
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Tom E. DuPree, Jr.
