SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)*
J. Alexanders Corporation
Common Stock
(Title of Class of Securities)
466096104
(CUSIP Number)
E. Townes Duncan
Solidus Company, L.P.
4015 Hillsboro Pike, Suite 214
Nashville, TN 37215
(615) 665-3818
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
March 3, 2009
(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
which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240,13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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 (Exchange 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).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
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1 |
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NAMES OF REPORTING PERSONS:
E. Townes Duncan
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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22,208 shares of Common Stock |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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1,760,646 shares of Common Stock |
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EACH |
9 |
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SOLE DISPOSITIVE POWERS: |
REPORTING |
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PERSON |
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22,208 shares of Common Stock |
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WITH |
10 |
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SHARES DISPOSITIVE POWER: |
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1,760,646 shares of Common Stock |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,782,854 shares of Common Stock, consisting of 22,208 shares of Common Stock held directly, which includes 9,000 shares issuable upon exercise of certain options held by Mr. Duncan, and 1,760,646 shares of Common Stock held indirectly. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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26.39% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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1 |
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NAMES OF REPORTING PERSONS:
Solidus Company, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
20-8776736
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares of Common Stock |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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1,758,246 shares of Common Stock |
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EACH |
9 |
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SOLE DISPOSITIVE POWERS: |
REPORTING |
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PERSON |
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0 shares of Common Stock |
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WITH |
10 |
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SHARES DISPOSITIVE POWER: |
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1,758,246 shares of Common Stock |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,758,246 shares of Common Stock |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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þ Excludes shares beneficially owned by E. Townes Duncan (the CEO of the general partner of Solidus Company, L.P.), personally, either directly or indirectly through his wife or mother.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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26.03% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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P N |
Item 1: Security and Issuer.
This statement relates to the common stock, $0.05 par value per share (Common Stock), issued
by J. Alexanders Corporation (the Company or the Issuer) whose principal executive offices are
located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37202.
Item 2: Identity and Background.
E. Townes Duncan:
(a) |
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The name of the person filing this statement is E. Townes Duncan (Mr. Duncan), with respect
to shares of Common Stock of the Company. |
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(b) |
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The business address of Mr. Duncan is 4015 Hillsboro Pike, Suite 214, Nashville, TN 37215. |
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(c) |
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The principal occupation of Mr. Duncan is Chief Executive Officer of Solidus General Partner,
LLC, the general partner of Solidus Company, L.P. Solidus Company, L.P. is a private
investment firm. The address of Solidus General Partner, LLC is 4015 Hillsboro Pike, Suite
214, Nashville, TN 37215. |
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(d) |
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During the last five years, Mr. Duncan has not been convicted in a criminal proceeding. |
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(e) |
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During the last five years, Mr. Duncan has not been a party to a civil proceeding of 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 or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. |
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(f) |
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Mr. Duncan is a United States citizen. |
Solidus Company, L.P.:
Solidus Company, L.P. (Solidus) is a limited partnership formed under the laws of the State
of Tennessee. The general partner of Solidus is Solidus General Partner, LLC (Solidus GP), a
member-managed limited liability company formed under the laws of the State of Tennessee. E. Townes
Duncan is the Chief Executive Officer and sole member of Solidus GP. Each of Solidus and Solidus GP
is a private investment firm with its principal office and business located at 4015 Hillsboro Pike,
Suite 214, Nashville, TN 37215. Neither Solidus nor Solidus GP has been convicted in a criminal
proceeding or been a party to a civil proceeding described in Schedule 13D Item 2(d) or (e).
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable
Item 4. Purpose of Transaction.
Each of Mr. Duncan and Solidus holds shares of Common Stock described herein for investment
purposes. Each may make additional purchases for investment purposes from time to time. In
addition, Mr. Duncan is a director of the Issuer and may participate in incentive programs
available to non-management directors, such as option grants pursuant to the Issuers 2004 Equity
Incentive Plan.
On July 31, 2005, Solidus and the Issuer entered into an Amended and Restated Standstill
Agreement. Pursuant to the Amended and Restated Standstill Agreement, Solidus agreed that (i)
Solidus and its affiliates would not acquire or hold more than 33% of the Issuers Common Stock;
(ii) Solidus and its affiliates would not solicit proxies for a vote of the shareholders of the
Issuer; (iii) Solidus and any successor investment partnerships and owners of such entities
receiving partnership distributions of Common Stock would not sell the Issuers Common Stock,
except to the Issuer, a person, entity or group approved by the Issuer or to an affiliate of
Solidus. These obligations of Solidus terminated by their terms on January 15, 2009, leaving
Solidus and Mr. Duncan free to execute transactions in the stock of the Issuer.
Mr. Duncan has met and may in the future meet with management and/or representatives of the
Issuer to engage in discussions that may include matters relating to the strategy, business,
assets, operations, capital structure, financial condition and/or future plans of the Issuer in an
effort to enhance shareholder value. Solidus has engaged, and may engage additional, advisors to
assist it, including consultants, accountants, attorneys, financial advisors or others, and may
contact other shareholders of the Issuer and/or other relevant parties to discuss any and all of
the above.
Depending on various factors, including, without limitation, the Issuers financial position
and strategic direction, actions taken by the Issuer, and trading price levels of the Common Stock,
Solidus and Mr. Duncan may in the future take such actions with respect to their investments in the
Issuer as they deem appropriate including, without limitation, purchasing additional shares of
Common Stock or related financial instruments or selling some or all of their respective beneficial
and economic holdings, and/or otherwise changing their intention with respect to any and all
matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Solidus is in the
business of investing in publicly held and privately held companies. Consequently, the Reporting
Persons beneficial ownership as reported on this Schedule 13D/A will vary over time depending on
various factors, with or without regard to Mr. Duncans views of the Issuers business, prospects
or valuation (including the market price of Common Stock), including without limitation, other
investment opportunities available to the Mr. Duncan, conditions in the securities market and
general economic and industry conditions.
Item 5. Interest in Securities of the Issuer.
(a) |
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Mr. Duncan beneficially owns 26.39% of the Issuers Common Stock, or 1,782,854 shares of
Common Stock, consisting of 22,208 shares of Common Stock held directly, which includes 9,000
shares issuable upon exercise of certain options held by Mr. Duncan, and 1,760,646 shares of
Common Stock held indirectly. Mr. Duncan disclaims beneficial ownership of shares of Common
Stock held by Solidus in excess of his proportional interest in Solidus. Solidus beneficially
owns 26.03% of the Common Stock of the Issuer consisting of 1,758,246 shares of Common Stock
held directly. |
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(b) |
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Mr. Duncan beneficially owns the following number of shares of Common Stock with: |
Sole Voting Power: 22,208 shares of Common Stock
Shared Voting Power: 1,760,646 shares of Common Stock
Sole Dispositive Power: 22,208 shares of Common Stock
Shared Dispositive Power: 1,760,646 shares of Common Stock
Mr. Duncan shares voting power and dispositive power with respect to 240 shares held by Mr.
Duncans wife, Ellen Duncan. Mrs. Duncan is a homemaker. Her residence address is 4309 Esteswood
Drive, Nashville, TN 37215. She has no disclosures pursuant to Item 2(d) or (e). She is a citizen
of the United States.
Mr. Duncan also shares voting power and dispositive power with respect to 2,160 shares held by
Mr. Duncans mother, Anne Eberle. Ms. Eberle is a homemaker who resides at 204 Glen View Cove,
Franklin, Tennessee 37064. She has no disclosures pursuant to Item 2(d) or (e). She is a citizen of
the United States.
In addition, Mr. Duncan shares voting power and dispositive power with respect to 1,758,246
shares of Common Stock beneficially owned by Solidus, of which he is the Chief Executive Officer of
the general partner of Solidus.
Solidus beneficially owns the following number of shares of Common Stock with:
Sole Voting Power: 0 shares of Common Stock
Shared Voting Power: 1,758,246 shares of Common Stock
Sole Dispositive Power: 0 shares of Common Stock
Shared Dispositive Power: 1,758,246 shares of Common Stock
(c) |
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Not applicable |
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(d) |
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Not applicable |
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(e) |
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Not applicable |
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer. |
None.
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Item 7. |
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Material to be filed as Exhibits. |
1. |
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Joint Filing Agreement of E. Townes Duncan and Solidus Company, L.P. |
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.
Dated: March 3, 2009
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/s/ E. Townes Duncan
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E. Townes Duncan |
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