UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Harvest 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)
January 14, 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
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SECA VII, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
765,741 shares of common stock beneficially owned;
54,976 shares that the filer has the right to acquire pursuant to options
beneficially owned.
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
765,741 shares of common stock beneficially owned;
54,976 shares that the filer has the right to acquire pursuant to options
beneficially owned.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,717
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01 (the "Shares")
of Harvest Restaurant Group, Inc. (the "Company"), the principal executive
offices of which are located at 2662 Holcomb Bridge Road, Suite 320, Alpharetta,
Georgia 30022.
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.
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
The consideration was the exchange of common stock of TRC Acquisition
Corporation ("TRC"), a Georgia corporation, that merged into a subsidiary of the
Company in a forward triangular merger on January 14, 1999, for common stock of
the Company.
Item 4. Purpose of Transaction
The purpose of the transaction was to effect the merger of TRC with and
into a wholly-owned subsidiary of the Company on January 14, 1999 in a forward
triangular merger. As a result of the merger, the former shareholders of TRC now
own 50.1% of the outstanding shares of Company common stock. At the effective
time of the merger the Company became obligated to issue: (i) 4,123,219 Shares
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 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 and options disclosed above.
In connection with the merger, the board of directors of the Company was
changed to consist of William J. Gallagher, who remains on the Board after
serving as a director of the Company prior to the merger, and Mr. Clyde E. Culp,
III, Mr. Richard E. Tanner, and Mr. James R. Walker, all of whom were directors
of TRC. Mr. Walker is a member 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.
<PAGE>
Item 5. Interest in the Securities of the Issuer
(a) Purchaser beneficially owns 820,717 shares of common stock of the
Company, including (i) 765,741 Shares that Purchaser owns directly; and (ii) the
right to acquire 54,976 Shares at an exercise price of $.01 per share.
Accordingly, Purchaser beneficially owns approximately 9.9% of the outstanding
Shares.
(b) Purchaser has the sole power to vote and to direct the disposition of
765,741 Shares and has the right to acquire 54,976 Shares.
(c) Purchaser acquired the Shares it beneficially owns on January 14, 1999.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Purchaser has agreed with the Company to vote its Shares in favor of two
proposals to amend the Company's articles of incorporation: (i) to increase the
number of authorized shares from 20,000,000 to not less than 100,000,000, and
(ii) to change the name of the Company to " Tanner's Restaurant Group, Inc."
Item 7. Material to Be Filed as Exhibits
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 Letter Agreement with the Company to vote in favor of amendments.
<PAGE>
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: January 25, 1999
SECA VII, LLC
By: Smither & Company, Inc., Manager
By: Kenneth W. Smither
/s/ Kenneth W. Smither
-----------------------------------------
Name: Kenneth W. Smither
Title: President
EXHIBIT B
---------
AGREEMENT
This Agreement (the "Agreement"), dated December 21, 1998, is by and
between Harvest Restaurant Group, Inc., a Texas corporation ("Harvest"), and the
undersigned holder of shares of common stock of Harvest. Recitals:
(1) The undersigned shareholder desires to evidence such shareholder's
agreement to vote the shares of Common Stock of Harvest that such shareholder
owns (collectively, the "Shares") in favor of an amendment to Harvest's articles
of incorporation that will increase the number of authorized shares of Harvest
Common Stock to not less than 100,000,000.
(2) It is anticipated that such a proposed amendment will be presented to
the shareholders of Harvest for their approval pursuant to a definitive proxy
statement mailed to all holders of Harvest capital stock entitled to vote
thereon.
(3) The investors in the Series D Preferred Stock of Harvest to be issued
concurrently with the merger of TRC Acquisition Corporation into Hartan, Inc., a
wholly-owned subsidiary of Harvest, are relying upon, among other things, this
Agreement in agreeing to invest in Harvest.
Agreement:
In consideration of the foregoing, the undersigned shareholder hereby
agrees to vote all of such holder's Shares in favor of any proposal to amend the
Articles of Incorporation of Harvest to increase the number of authorized shares
of Common Stock to an amount not less than 100,000,000.
SHAREHOLDER:
SECA VII, LLC
By: Smither & Company, Manager
By: /s/ Kenneth W. Smither
------------------------------------
Signature
December 21, 1998 Kenneth W. Smither, President
- ----------------- ------------------------------------
Date Name: Please Print
HARVEST RESTAURANT GROUP, INC.
January 14, 1999 By: /s/ Timothy R. Robinson
- ---------------- ------------------------------------
Date Name: Timothy R. Robinson
Title: Chief Financial Officer
