SEC Form SC 13D/A filed by J. Alexander's Holdings, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

J. Alexander’s Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

46609J106

(CUSIP Number)

FREDERICK DiSANTO

c/o Ancora HOLDINGS INC.

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 2, 2021

(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 §§ 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 § 240.13d-7 for other parties to whom copies are to be sent.

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 (“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).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Ancora Funds, Ancora Advisors, Ancora Alternatives, Ancora Family Wealth, Ancora Inc., Inverness Holdings, Ancora Holdings and Mr. DiSanto are collectively referred to as “Ancora.” Effective January 1, 2021, Ancora underwent an internal reorganization, pursuant to which, among other things, Ancora Alternatives succeeded Ancora Advisors as the investment advisor and general partner of each of the Ancora LP Funds. Each of the Reporting Persons is party to the Joint Filing Agreement as further described in Item 6 below. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ancora Inc. and Ancora Holdings. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of the Ancora Funds, Ancora Advisors, Ancora Alternatives, Ancora Family Wealth, Ancora Inc., Inverness Holdings, Ancora Holdings and Mr. DiSanto is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.

(c)       The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as the investment advisor to each of Ancora/Thelen and the Ancora Advisors SMA. The principal business of Ancora Alternatives is serving as the investment advisor and general partner of each of the Ancora LP Funds. The principal business of Ancora Family Wealth is serving as investment advisor to the Ancora Family Wealth SMA. The principal business of Ancora Inc. is serving as the sole member of Ancora Advisors. The principal business of Inverness Holdings is serving as the sole member of Ancora Family Wealth. The principal business of Ancora Holdings is serving as the sole member of each of Ancora Alternatives and Inverness Holdings and as the sole shareholder of Ancora Inc. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Holdings.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Other than as disclosed below, no Reporting Person, nor any person listed on Schedule A, has, during the last five years, been 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. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist order and paid a penalty in the amount of $100,000.

(f)       Mr. DiSanto is a citizen of the United States of America.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of the Ancora Funds and held in the Ancora Advisors SMA and the Ancora Family Wealth SMA were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 45,026 Shares owned directly by Ancora Merlin is approximately $426,516, including brokerage commissions. The aggregate purchase price of the 404,006 Shares owned directly by Ancora Merlin Institutional is approximately $3,831,020, including brokerage commissions. The aggregate purchase price of the 31,005 Shares owned directly by Ancora Catalyst is approximately $278,623, including brokerage commissions. The aggregate purchase price of the 394,065 Shares owned directly by Ancora Catalyst Institutional is approximately $3,717,466, including brokerage commissions. The aggregate purchase price of the 95,077 Shares owned directly by Ancora/Thelen is approximately $914,110, including brokerage commissions. The aggregate purchase price of the 153,601 Shares held in the Ancora Advisors SMA is approximately $1,515.256, including brokerage commissions. The aggregate purchase price of the 10,525 Shares held in the Ancora Family Wealth SMA is approximately $99,439, including brokerage commissions.

Item 4 is hereby amended to add the following:

On July 2, 2021, Ancora Holdings entered into a Voting Agreement (the “Voting Agreement”) with SPB Hospitality LLC, a Delaware limited liability company (“Parent”) and Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated July 2, 2021, by and among the Issuer, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, upon the effective time of the Merger, each Share of the Issuer will be converted into the right to receive an amount in cash equal to $14.00 per Share (the “Merger Consideration”). Pursuant to the Voting Agreement, Ancora Holdings has agreed, among other things, to vote its Shares in favor of the Merger and to certain transfer restrictions, subject to certain exceptions.

The Voting Agreement will terminate upon the earliest to occur of (a) the closing of the Merger, (b) the termination of the Merger Agreement in accordance with its terms, (c) the completion of the Company Shareholders Meeting (as defined in the Merger Agreement) and the inspectors’ certification of the voting results thereat, (d) a Recommendation Withdrawal (as defined in the Merger Agreement) made in accordance with the terms of the Merger Agreement, (e) any amendment to or waiver under the Merger Agreement that (i) decreases or changes the form of consideration to be received by the Issuer’s shareholders, (ii) extends the Termination Date (as defined in the Merger Agreement), (iii) imposes any additional conditions or obligations reasonably expected to prevent or impede the consummation of the Merger, (iv) affects, in a manner adverse to Ancora Holdings, any of the material terms in Article I (The Merger; Certain Related Matters), Section 5.2 (No Solicitation), Article VI (Conditions) or Article VII (Termination) of the Merger Agreement, or the defined terms used in such Sections or Articles of the Merger Agreement or (v) is otherwise materially adverse to Ancora Holdings, and (f) written notice of termination by Parent to Ancora Holdings.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, reference is made to the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2021.

Items 5 (a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 15,090,077 Shares outstanding as of July 2, 2021 which is the total number of Shares outstanding as reported in Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on July 6, 2021.

Percentage: Less than 1%

Percentage: Approximately 2.7%

Percentage: Less than 1%

Percentage: Approximately 2.6% 

Percentage: Less than 1%

Percentage: Approximately 1.6%

Percentage: Approximately 5.8%

Percentage: Less than 1%

Percentage: Approximately 1.6%

Percentage: Less than 1%

Percentage: Approximately 7.5%

Percentage: Approximately 7.5%

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

On July 2, 2021, Ancora Holdings, Parent and Merger Sub entered into the Voting Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On July 2, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 7, 2021

SCHEDULE A

Directors and Officers of The Ancora Group Inc. and Ancora Holdings Inc.