UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tanner's Restaurant Group, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Including the associated common stock purchase
rights)
(Title of Class of Securities)
417905 10 6
(CUSIP Number)
SECA VII, LLC
c/o Smither & Company, Inc.
11 South 12th Street, Suite 218
Richmond, Virginia 23219
(804) 644-3060
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 2, 1999
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 417905 10 6
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SECA VII, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(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
Virginia
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7 SOLE VOTING POWER
765,741 shares of common stock beneficially owned;
154,976 shares of common stock that the filer has the
right to acquire pursuant to options and
warrants beneficially owned;
732,600 shares of common stock that the filer has the
right to acquire upon conversion of 183,150
shares of Series E Preferred Stock beneficially
NUMBER OF owned.
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
765,741 shares of common stock beneficially owned;
154,976 shares of common stock that the filer has the
right to acquire pursuant to options and
warrants beneficially owned;
732,600 shares of common stock that the filer has the
right to acquire upon conversion of 183,150
shares of Series E Preferred Stock beneficially
owned.
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,317
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01, of
Tanner's Restaurant Group, Inc., formerly known as Harvest Restaurant Group,
Inc. (the "Company"), the principal executive offices of which are located at
5500 Oakbrook Parkway, Suite 260, Norcross, Georgia 30093.
Item 2. Identity and Background
This statement is being filed by SECA VII, LLC, a Virginia limited
liability company ("Purchaser"). Purchaser's principal business is providing
debt and equity capital to privately-held entities throughout the United States,
and its current manager is Smither & Company, Inc., the president of which is
Kenneth W. Smither. Purchaser's business address is: c/o Smither & Company,
Inc., 11 South 12th Street, Suite 218, Richmond, Virginia 23219. James R.
Walker, an equity owner of Purchaser, is a director of the Company.
During the last five years, Purchaser has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
Item 3. Source and Amount of Funds and Other Consideration
Purchaser acquired the 765,741 shares of common stock that it owns
directly on January 14, 1999 as part of the merger of TRC Acquisition
Corporation ("TRC"), a Georgia corporation, with and into a subsidiary of the
Company. In this merger, Purchaser exchanged its outstanding shares of common
stock of TRC for these shares of common stock of the Company. As part of the
merger, Purchaser also acquired 183,150 shares of the Company's Series E
Convertible Preferred Stock and options to acquire 54,976 shares of common
stock. Each share of Series E Preferred Stock, par value $1.00 per share, is
convertible into four shares of common stock, and each option that was acquired
at the time of the merger is exercisable at a price of $.01 per share.
On November 2, 1999, Purchaser acquired warrants to purchase an
additional 100,000 shares of the Company's common stock. The Company issued
these warrants to Purchaser upon execution of that certain Second Amendment,
dated November 2, 1999 (the "Amendment"), to the Loan Agreement, dated April 1,
1998 (the "Loan Agreement"), by and between Purchaser and the Company. The
Second Amendment evidenced the agreement of Purchaser and the Company to extend
the maturity date of Purchaser's loan to the Company to January 31, 2001.
Item 4. Purpose of Transaction
The purpose of Purchaser's acquisition of stock in January 1999 was to
effect the merger of TRC with and into a wholly-owned subsidiary of the Company.
As a result of the merger, the former shareholders of TRC received a majority of
the outstanding shares of the Company's common stock. In the merger, the Company
issued: (i) 4,123,219 shares of common stock for 2,625,000 shares of TRC common
stock; and, (ii) 744,500 shares of Series E Convertible Preferred Stock for
2,000 shares of TRC Class A Preferred Stock, cancellation of a subordinated
debenture held by an officer of TRC, and termination of an employment agreement
held by an officer of TRC. Also pursuant to the merger, the Company assumed all
<PAGE>
options to purchase shares of the common stock of TRC, with the number and price
thereof being adjusted to reflect the exchange ratio used in the merger.
Accordingly, in the merger Purchaser received the shares of common stock, Series
E Preferred Stock and options to acquire 54,976 shares of common stock disclosed
above.
In connection with the merger, the board of directors of the Company
was changed to consist of William J. Gallagher, who subsequently resigned from
the Board, and Messrs. Clyde E. Culp, III, Richard E. Tanner, and James R.
Walker, all of whom were directors of TRC. Mr. Walker is an equity owner of
Purchaser. In addition, former officers of TRC became officers of the Company as
follows: Mr. Clyde E. Culp, III became the Chairman and Chief Executive Officer,
Mr. Robert J. Hoffman became the Senior Vice President for Operations, and Mr.
Timothy R. Robinson became the Chief Financial Officer.
The Amendment was entered into by Purchaser and the Company for the
purpose of extending the maturity date of the Loan Agreement from July 31, 1999
to January 31, 2001. Prior to the execution of the Amendment, the Company was in
default under the Loan Agreement. In connection with its agreement to extend the
maturity date, Purchaser received warrants to purchase 100,000 shares of common
stock of the Company at an exercise price of $.04 per share. These warrants
expire on October 31, 2004.
Item 5. Interest in the Securities of the Issuer
(a) Purchaser beneficially owns 1,653,317 shares of common stock of
the Company, including: (i) 765,741 Shares that Purchaser owns directly; (ii)
54,976 shares that Purchaser has the right to acquire at an exercise price of
$.01 per share upon exercise of outstanding options; (iii) 100,000 shares that
Purchaser has the right to acquire at an exercise price of $.04 per share upon
exercise of outstanding warrants; and (iv) 732,600 shares that Purchaser has the
right to acquire upon conversion of 183,150 shares of Series E Convertible
Preferred Stock (Series E Preferred Stock became convertible on July 14, 1999).
Accordingly, Purchaser beneficially owns approximately 16.3% of the outstanding
shares of common stock.
(b) Purchaser has the sole power to vote and to direct the disposition
of 765,741 shares of common stock, has the right to acquire 154,976 shares of
common stock upon exercise of outstanding options and warrants and has the right
to acquire 732,600 shares of common stock upon conversion of 183,150 shares of
Series E Preferred Stock.
(c) Purchaser acquired warrants to purchase 100,000 shares of common
stock, at an exercise price of $.04 per share, on November 2, 1999 in connection
with the execution of the Amendment. Purchaser acquired the other securities on
January 14, 1999 as part of the merger.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to Be Filed as Exhibits
<PAGE>
Exhibit A Agreement and Plan of Merger dated December 27, 1998, by and
among the Company, Hartan, Inc. and TRC (filed as Exhibit 2.1 to
the Company's Report on Form 8-K filed January 21, 1999 and
incorporated herein by reference).
Exhibit B Second Amendment to Loan Agreement by and between Purchaser and
the Company, dated November 2, 1999 (filed as Exhibit 4.3 to the
Company's Quarterly Report on Form 10-QSB for the period ended
October 3, 1999, as filed on November 17, 1999 and incorporated
herein by reference).
Exhibit C Stock Purchase Warrant dated November 2, 1999 by and between
Purchaser and the Company (filed as Exhibit 4.4 to the Company's
Quarterly Report on Form 10-QSB for the period ended October 3,
1999, as filed on November 17, 1999 and incorporated herein by
reference).
SIGNATURES
After due 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.
Dated: November 24, 1999
SECA VII, LLC
By: Smither & Company, Inc., Manager
By: Kenneth W. Smither
/s/ Kenneth W. Smither
----------------------
Name: Kenneth W. Smither
Title: President
