SC 13D/A 1 0001.txt AVADO BRANDS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 AVADO BRANDS, INC. ------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------- (Title of Class of Securities) 05336P108 ----------------------- (CUSIP Number) Tom E. DuPree, Jr. Avado Brands, Inc. Hancock at Washington Madison, GA 30650 (706) 342-4552 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 6, 2000 ------------------------------------------------------- (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 [ ] SCHEDULE 13D/A 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 7,760,711 OWNED BY ____________________________________ EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 816,443 ____________________________________ 9. SOLE DISPOSITIVE POWER 7,760,711 ____________________________________ 10. SHARED DISPOSITIVE POWER 816,443 _______________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,577,154 _______________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4% _______________________________________________________________________ 14. TYPE OF REPORTING PERSON IN Page 2 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; Page 3 - 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 -------------------------------------------------------------------------------- Tom E. DuPree, Jr. 8,577,154 31.4% (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. (c) On December 6, 2000, Mr. DuPree voluntarily surrendered 960,838 options to acquire Common Stock (421,502 of which were exercisable within the next 60 days and thus previously included in Mr. DuPree's beneficial ownership). No compensation of any form, including stock options, was received by Mr. DuPree in return for or in anticipation of the cancellations of these option grants. In addition, there is no agreement or understanding between the Company and Mr. DuPree that Mr. DuPree will be granted options or receive any other form of compensation or other benefits directly or indirectly in the future in exchange for the options surrendered. The surrendered options were canceled for the sole purpose of making adequate numbers of options available for issuance under the Company's Long-term Incentive Plan to eligible employees other than Mr. DuPree. (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. 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 -------------------------------------------------------------------------------- Tom E. DuPree, Jr. 22,236 405,049 Item 7. Material to be Filed as Exhibits. None Page 4 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 7, 2000 By: /s/ Tom E. DuPree, Jr. ------------------------- Tom E. DuPree, Jr.