SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
TANNER'S RESTAURANT GROUP, INC.
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(Name of Issuer)
COMMON STOCK, $.01 par value
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(Title of Class of Securities)
417905 10 6
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(CUSIP Number)
Samuel M. Krieger, Esq., Suite 1440, 39 Broadway, New York, New York 10006
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 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 |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 16 Pages)
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(1) 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 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>
CUSIP No. 417905 10 6 SCHEDULE 13D Page 2 of 16 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
REARDEN TRUST ("Reporting Entity")
EIN No. 58-6409375
OSCAR A. BRITO ("Brito")
EIN No.
SANDRO GRIMALDI ("Grimaldi")
EIN No.
CACHE CAPITAL (USA) L.P. ("Cache")
SS No. 58-2344564
DOMINION CAPITAL FUND LIMITED ("Dominion")
SS No.
SOVEREIGN PARTNERS L.P. ("Sovereign")
SS No.06-1434368
FETU HOLDINGS LIMITED ("Fetu")
SS No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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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 ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Reporting Entity: Isle of Man
Brito: Venezuela
Grimaldi: Venezuela
Cache: Delaware
Dominion: Bahamas
Sovereign: Delaware
Fetu: Canada
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7 SOLE VOTING POWER
SEE ITEM 5 BELOW
Reporting Entity: 4,854,803
Brito: 988,780
Grimaldi: 1,005,560
Cache: 1,007,792
Dominion: 1,299,269
Sovereign: 1,446,324
Fetu: 2,275,852
If a Group, total: 12,878,380
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON SEE ITEM 5 BELOW
WITH
Reporting Entity: 4,854,803
Brito: 988,780
Grimaldi: 1,005,560
Cache: 1,007,792
Dominion: 1,299,269
Sovereign: 1,446,324
Fetu: 2,275,852
If a Group, total: 12,878,380
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 BELOW
Reporting Entity: 4,854,803
Brito: 988,780
Grimaldi: 1,005,560
Cache: 1,007,792
Dominion: 1,299,269
Sovereign: 1,446,324
Fetu: 2,275,852
If a Group, total: 12,878,380
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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 (11)
SEE ITEM 5 BELOW
Reporting Entity: 20.4%
Brito: 4.15%
Grimaldi: 4.22%
Cache: 4.23%
Dominion: 4.99%
Sovereign: 4.99%
Fetu: 9.55%
If a Group, total: 52.5%
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14 TYPE OF REPORTING PERSON*
Reporting Entity: CO
Brito: IN
Grimaldi: IN
Cache: PN
Dominion: CO
Sovereign: PN
Fetu: CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 16 Pages
ITEM 1. Security and Issuer
Common Stock, $.01 par value
TANNER'S RESTAURANT GROUP, INC.
(Formally known as Harvest Restaurant Group, Inc.)
5500 Oakbrook Parkway, Suite 260
Norcross, Georgia 30093
ITEM 2. Identity and background:
1. Reporting Entity
a. Rearden Trust.
b. c/o City Trust Limited, 3 Floor Murdoch House, South Quay,
Douglas, Isle of Man IM 15AS, British Isles
c. Principal Business: Investment Holdings
d. None
e. None
Name of Executive Officers and Principal Members of Reporting Entity
a. City Trust Limited
b. 3 Floor Murdoch House, South Quay, Douglas, Isle
of Man IM 15AS, British Isles
c. Principal Business: Trust Company, including provision of
administration
d. None
e. None
f. State of Organization: Isle or Man
a. Andrew Thomas
b. 3 Floor Murdoch House, South Quay, Douglas, Isle
of Man IM 15AS, British Isles
c. Director
d. None
e. None
f. United Kingdom
a. Lisa Jude
b. 3 Floor Murdoch House, South Quay, Douglas, Isle
of Man IM 15AS, British Isles
c. Director
d. None
e. None
f. United Kingdom
<PAGE>
Page 4 of 16 Pages
a. Rodney Margot
b. 3 Floor Murdoch House, South Quay, Douglas, Isle
of Man IM 15AS, British Isles
c. Director
d. None
e. None
f. United Kingdom
2. Brito
a. Oscar A.Brito
b. Suite 2B Y 2C
2nd Floor, Alliance Securities
Guaicaipuro Street
El Rosa, Caracas
c. Fund Manager
d. None
e. None
f. Venezuela
3. Grimaldi
a. Sandro Grimaldi
b. Suite 2B Y 2C
2nd Floor, Alliance Securities
Guaicaipuro Street
El Rosa, Caracas
c. Retired Investor
d. None
e. None
f. Venezuela
4. Cache
a. Cache Capital (USA.) L.P.
b. Suite 500
3343 Peachtree Road
Atlanta, GA 30326
c. Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Cache
a. Joseph C. Canouse
b. Suite 500
<PAGE>
Page 5 of 16 Pages
3343 Peachtree Road
Atlanta, GA 30326
c. Manager
d. None
e. None
f. USA
5. Dominion
a. Dominion Capital Fund Limited
b. C/o Citco Fund Services Ltd.
Bahamas Financial Center
Shirley & Charlotte Streets
P.O. Box 13146
Nassau, Bahamas
c. Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Dominion
a. Navigator Management Limited
b. Citco Fund Services, Bahamas Financial Center
Shirley & Charlotte Streets
P.O. Box CB 13146
Nassau, Bahamas
c. Sole director and President of Investment Manager:
d. None
e. None
f. British Virgin Islands
a. David Sims
b. Harbour House, Waterfront Drive
P.O. Box 972
Road Town, Tortola, British Virgin Islands
c. Investments
d. None
e. None
f. United Kingdom
<PAGE>
Page 6 of 16 Pages
6. Sovereign
a. Sovereign Partners LP
b. c/o Southridge Capital Management LLC, General Partner
90 Grove Street
Suite #01
Ridgefield, CT 06877
c. State of Organization: Delaware
Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Sovereign
a. Southridge Capital Management LLC
b. 90 Grove Street
Suite #01
Ridgefield, CT 06877
c. General Partner
d. None
e. None
f. Delaware
a. Stephen Hicks
b. 90 Grove Street
Suite #01
Ridgefield, CT 06877
c. Investments
d. None
e. None
f. Canada
a. Daniel Pickett
b. 90 Grove Street
Suite #01
Ridgefield, CT 06877
c. Inverstor
d. None
e. None
f. USA
<PAGE>
Page 7 of 16 Pages
7. Fetu
a. Fetu Holdings Ltd.
b. C/O Thomson Kernaghan & Co. Limited
10th Floor, 365 Bay Street
Toronto, Ontario M5H 2V2
c. Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Fetu
a. Mark Valentine
b. 10th Floor, 365 Bay Street
Toronto, Ontario M5H 2V2
c.. Manager
d. None
e. None
f. Canadian
ITEM 3. Source and Amount of Funds or Other Consideration
Source: Working capital of Reporting Entity and other members of Group
Amount:
With the exception of Reporting Entity and Fetu the other
members of the Group acquired $6,753,625 in liquidation
value of Series D Convertible preferred stock of the Issuer
and have, to the date of this Schedule 13D, converted
certain of such shares into5,060,363 shares of Common Stock
of the Issuer. (See Item 5 below) Reporting Entity and Fetu
acquired 7,130,655 shares in a private transaction.
ITEM 4. Purpose of Transaction
The Shares deemed to be beneficially owned by the Reporting Entity
and each of the other persons named in Item 5 as owning shares of the Issuer
were originally acquired for, and were being held individually for, investment
purposes. As of May 11, 2000, however, the Reporting Entity and each of the
other persons named in Item 5 (collectively, the "Group") have determined to act
together solely to seek a change in the current board of directors or management
of the Issuer. The Group has moved to elect by written consent, two members of
the Board of Directors.
ITEM 5. Interest in Securities of Issuer
<PAGE>
Page 8 of 16 Pages
a.&b. All of the information given below is as of May 10, 2000.
Percentages are based on 23,816,578 shares of Common Stock outstanding as of May
10, 2000.
Each of the following persons is deemed to be the beneficial owner
of the number of shares of Common Stock, par value $.01, of the Issuer,
indicated below. Each such person is deemed to beneficially own the percentage
of the outstanding shares indicated below. Each such person has the sole power
to vote, direct the vote, dispose of or direct the disposition of all the shares
that it is deemed to beneficially own.
<TABLE>
<CAPTION>
Liquidation
Name Value Shares Warrants(1) Total Per Cent(3)
- ---- ----- ------ ----------- ----- -----------
<S> <C> <C> <C> <C> <C>
Reporting Entity 4,854,803 4,854,803 20.4%
Brito $ 177,050 962,780 26,000 988,780 4.15%
Grimaldi $ 176,650 979,560 26,000 1,005,560 4.22%
Cache $ 101,275 995,292 12,500 1,007,792 4.23%
Sovereign $4,311,675 1,011,024 435,300 1,446,324 4.99%
Dominion $1,810,275 1,111,707 187,562 1,299,269 4.99%
Fetu 2,275,852 2,275,852 9.55%
If a group, Total $6,576,925 12,191,018 687,362 12,878,380 52.5%
</TABLE>
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(1) The relevant Agreements with respect to Sovereign and Dominion contain a
limitation on the beneficial ownership in excess of 4.99% of the outstanding
Common Stock at any one time.
Each of the Reporting Entity and each of such other persons expressly
disclaims any beneficial interest in the shares held by any of the other
entities or persons named above (including, where relevant, the Reporting
Entity) and has no right to direct the voting or disposition of such shares.
Except for the purposes set forth in Item 4, they each disclaim being part of a
group.
Neither the Reporting Entity nor any of the other persons named
above has sold any shares of Common Stock of the Issuer.
d. N/A
<PAGE>
Page 9 of 16 Pages
e. N/A
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
ITEM 7. Material to be filed as Exhibits
<PAGE>
Page 10 of 16 Pages
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.
May 25, 2000 REARDEN TRUST
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[Date]
By: s/Andrew Thomas
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Title: Director, City Trust Limited
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Trustee- The Rearden Trust
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
<PAGE>
Page 11 of 16 Pages
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.
May 25, 2000 OSCAR A. BRITO
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[Date]
By: s/Oscar Brito
--------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
<PAGE>
Page 12 of 16 Pages
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.
May 25, 2000 SANDRO GRIMALDI
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[Date]
By: s/Sandro Grimaldi
------------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
<PAGE>
Page 13 of 16 Pages
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.
May 25, 2000 CACHE CAPITAL (USA) LP
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[Date]
By: s/Joseph C. Canouse
-----------------------------
Title: Manager
--------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
<PAGE>
Page 14 of 16 Pages
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.
May 25, 2000 DOMINION CAPITAL FUND LIMITED
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[Date]
By: s/David Sims
--------------------------------
Title: Director
-----------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
<PAGE>
Page 15 of 16 Pages
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.
May 25, 2000
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[Date] SOVEREIGN PARTNERS LP
By: s/ Stephen Hicks
-------------------------------
Title: President
----------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
<PAGE>
Page 16 of 16 Pages
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.
May 25, 2000 FETU HOLDINGS LIMITED
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[Date]
By: s/Mark Valentine.
-------------------------------
Title: President
----------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
