The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates to the common stock, $0.01 par value (the “Shares”), of Ruby Tuesday, Inc., a Georgia corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 333 East Broadway Avenue, Maryville, Tennessee 37804.
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Item 2.
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Identity and Background.
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(a) This statement is filed by:
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(i)
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Chimera Capital Investments, LLC, a Texas limited liability company (“Chimera Investments”), with respect to the Shares directly and beneficially owned by it;
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(ii)
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Chimera Capital, LLC, a Texas limited liability company (“Chimera Capital”), as the manager of Chimera Investments;
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(iii)
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LCG Liquid Holdings, LLC, a Texas limited liability company (“LCG Liquid”), as the manager of Chimera Capital;
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(iv)
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LCG Alternative Holdings, LLC, a Texas limited liability company (“LCG Alternative”), as the manager of LCG Liquid;
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(v)
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Leon Capital Partners, LLC, a Texas limited liability company (“Leon Partners”), the manager of LCG Alternative; and
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(vi)
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Fernando De Leon, as the managing member and CEO of Leon Partners.
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Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Chimera Investments, Chimera Capital, LCG Liquid, LCG Alternative, Leon Partners, and Fernando De Leon is 3500 Maple Avenue, Suite 1600, Dallas, Texas 75219.
(c) The principal business of Chimera Investments is investing in securities and engaging in all related activities and transactions. The principal business of Chimera Capital is serving as the manager of Chimera Investments. The principal business of LCG Liquid is serving as the manager of Chimera Capital. The principal business of LCG Alternative is serving as the manager of LCG Liquid. The principal business of Leon Partners is serving as the manager of LCG Alternative. The principal occupation of Mr. De Leon is serving as the managing member and CEO of Leon Partners.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person 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.
(f) Mr. De Leon is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The Shares purchased by Chimera Investments were purchased with working capital (which may, at any given time, include working capital loans made in the ordinary course of business as well as margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 5,755,485 Shares beneficially owned by Chimera Investments is approximately $12,603,110, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Subject at all times to the Reporting Persons' continuing review of the business and operations of the Issuer, overall market conditions and other investment opportunities available to the Reporting Persons, the Reporting Persons may seek to participate in strategic transactions that the Issuer may evaluate or undertake in connection with its recently announced exploration of strategic alternatives, and the Reporting Persons intend to take additional steps in furtherance thereof, including, without limitation, engaging in communications with management and the Board of the Issuer, stockholders and other third parties and making proposals to the Issuer concerning potential strategic transactions.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, exploring potential strategic transactions involving the Issuer or certain of the Issuer's assets, including, without limitation, a sale of the Issuer or certain of its assets, in which the Reporting Persons may participate, as a means of enhancing shareholder value, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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The aggregate percentage of Shares reported owned by each person named herein is based upon 60,574,709 Shares outstanding, as of January 3, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 6, 2017.
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(a)
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As of the close of business on March 23, 2017, Chimera Investments beneficially owned 5,755,485 Shares.
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Percentage: Approximately 9.5%
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(b)
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1. Sole power to vote or direct vote: 5,755,485
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,755,485
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Chimera Capital, as the manager of Chimera Investments, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
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Percentage: Approximately 9.5%
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(b)
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1. Sole power to vote or direct vote: 5,755,485
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,755,485
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Chimera Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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LCG Liquid, as the manager of Chimera Capital, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
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Percentage: Approximately 9.5%
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(b)
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1. Sole power to vote or direct vote: 5,755,485
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,755,485
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4. Shared power to dispose or direct the disposition: 0
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(c)
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LCG Liquid has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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LCG Alternative, as the manager of LCG Liquid, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
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Percentage: Approximately 9.5%
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(b)
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1. Sole power to vote or direct vote: 5,755,485
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,755,485
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4. Shared power to dispose or direct the disposition: 0
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(c)
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LCG Alternative has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Leon Partners, as the manager of LCG Alternative, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
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Percentage: Approximately 9.5%
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(b)
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1. Sole power to vote or direct vote: 5,755,485
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,755,485
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Leon Partners has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. De Leon, as a managing member and CEO of Leon Partners, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
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Percentage: Approximately 9.5%
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(b)
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1. Sole power to vote or direct vote: 5,755,485
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,755,485
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. De Leon has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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On March 24, 2017, 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 99.1 and is incorporated herein by reference.
On March 23, 2017, Leon Partners and the Issuer entered into a confidentiality agreement (the “Confidentiality Agreement”) in connection with a possible negotiated transaction (the “Transaction”), pursuant to which Leon Partners has agreed to certain standstill provisions. The standstill provisions include limitations on the ability of Leon Partners and its controlled affiliates and associates to (i) acquire any securities or material assets of the Issuer other than pursuant to the Transaction, (ii) enter into or facilitate any merger, business combination or other extraordinary transaction involving the Issuer other than the Transaction, (iii) make, participate or engage in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Issuer, (iv) form, join or in any way participate in a “group” with respect to any voting securities of the Issuer, other than any group in existence as of the date of the Confidentiality Agreement or with certain existing equity financing sources and/or strategic partners, (v) call a special meeting of the shareholders, (vi) otherwise act to seek to control or influence the management or the policies of the Issuer, (vii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing, or (viii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing, although the foregoing does not prevent Leon Partners from submitting confidential proposals to the Issuer with respect to a Transaction. The standstill provisions expire one year from the date of the Confidentiality Agreement.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
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99.1
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Joint Filing Agreement by and among Chimera Capital Investments, LLC, Chimera Capital, LLC, LCG Liquid Holdings, LLC, LCG Alternative Holdings, LLC, Leon Capital Partners, LLC and Fernando De Leon, dated March 24, 2017.
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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: March 24, 2017
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CHIMERA CAPITAL INVESTMENTS, LLC
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By:
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Chimera Capital, LLC
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Its Manager
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By:
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LCG Liquid Holdings, LLC
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Its Manager
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By:
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LCG Alternative Holdings, LLC
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Its Manager
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By:
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/s/ Fernando De Leon
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Name:
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Fernando De Leon
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Title:
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Authorized Signatory
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CHIMERA CAPITAL, LLC
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By:
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LCG Liquid Holdings, LLC
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Its Manager
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By:
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LCG Alternative Holdings, LLC
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Its Manager
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By:
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/s/ Fernando De Leon
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Name:
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Fernando De Leon
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Title:
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Authorized Signatory
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LCG LIQUID HOLDINGS, LLC
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By:
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LCG Alternative Holdings, LLC
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Its Manager
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By:
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/s/ Fernando De Leon
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Name:
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Fernando De Leon
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Title:
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Authorized Signatory
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LCG ALTERNATIVE HOLDINGS, LLC
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By:
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/s/
Fernando De Leon
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Name:
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Fernando De Leon
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Title:
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Authorized Signatory
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LEON CAPITAL PARTNERS, LLC
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By:
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/s/ Fernando De Leon
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Name:
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Fernando De Leon
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Title:
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Managing Member
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/s/ Fernando De Leon
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Fernando De Leon
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SCHEDULE A
Transactions in the Shares During the Past Sixty Days
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Nature of the Transaction
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Amount of Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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CHIMERA CAPITAL INVESTMENTS, LLC
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Purchase of Common Stock
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311,885
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2.4774
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03/23/2017
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Purchase of Common Stock
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418,070
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2.4347
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03/22/2017
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Purchase of Common Stock
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409,319
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2.4096
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03/21/2017
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Purchase of Common Stock
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277,089
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2.4565
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03/20/2017
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Purchase of Common Stock
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446,100
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2.4234
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03/17/2017
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Purchase of Common Stock
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548,120
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2.3561
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03/16/2017
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Purchase of Common Stock
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488,656
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2.2699
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03/15/2017
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Purchase of Common Stock
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758,333
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2.2127
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03/14/2017
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Purchase of Common Stock
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31,073
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1.9049
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03/08/2017
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Purchase of Common Stock
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215,508
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1.9323
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03/07/2017
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Purchase of Common Stock
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179,805
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1.9298
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03/03/2017
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Purchase of Common Stock
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58,100
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1.9056
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03/02/2017
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Purchase of Common Stock
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42,994
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1.9091
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03/01/2017
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Purchase of Common Stock
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89,314
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1.9002
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02/28/2017
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Purchase of Common Stock
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90,486
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1.8834
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02/27/2017
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Purchase of Common Stock
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291,496
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1.8841
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02/24/2017
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Purchase of Common Stock
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42,067
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1.9142
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02/22/2017
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Purchase of Common Stock
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46,100
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1.9154
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02/21/2017
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Purchase of Common Stock
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36,100
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1.9024
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02/17/2017
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Purchase of Common Stock
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23,700
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1.9164
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02/16/2017
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Purchase of Common Stock
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232,700
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1.9015
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02/09/2017
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Purchase of Common Stock
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210,900
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1.8588
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02/08/2017
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Purchase of Common Stock
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374,899
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1.8971
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02/07/2017
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Purchase of Common Stock
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64,932
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1.8426
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02/06/2017
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Purchase of Common Stock
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67,739
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1.9623
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02/01/2017
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