-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CQ30LNpPV/45dQTLfVGtpnXCnEvWbNdSUWui6mOiOyfsOUtrIBWlNwEE6a4ZZA9k L7pNVB4tlJM7HLvg3927oQ== 0000950144-99-005678.txt : 19990513 0000950144-99-005678.hdr.sgml : 19990513 ACCESSION NUMBER: 0000950144-99-005678 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS J CORP CENTRAL INDEX KEY: 0000103884 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 620854056 STATE OF INCORPORATION: TN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-08766 FILM NUMBER: 99618156 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: P O BOX 24300 CITY: NASHVILLE STATE: TN ZIP: 37202 BUSINESS PHONE: 6152691900 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37202 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP / TN / DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS CORP DATE OF NAME CHANGE: 19890910 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP DATE OF NAME CHANGE: 19820520 8-A12B/A 1 J ALEXANDER CORPORATION 1 FORM 8-A/A AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 J. ALEXANDER'S CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 62-0854056 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) P.O. Box 24300 3401 West End Avenue Nashville, Tennessee 37203 - ----------------------------------------- -------- (Address of principal executive offices) Zip Code Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which so registered each class is registered - ------------------------------------ --------------------------------- Series A Junior New York Stock Exchange Preferred Stock Purchase Rights (Title of Class) Securities to be registered pursuant to Section 12(g) of the Act: None 2 J. Alexander's Corporation has outstanding Rights to purchase Series A Junior Preferred Stock, which Rights are attached to all outstanding shares of its common stock, par value $.05 per share ("Company Common Stock") . The Rights are described in a Form 8-A filed with the SEC in 1990, and the terms of the Rights are set out in a Rights Agreement between the Company and Sovran Bank/Central South dated May 16, 1989, which has been assumed by SunTrust Bank, Atlanta, N.A., as Rights Agent. Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The Rights Agreement was amended on May 6, 1999. The amendment extended the term of the Rights Agreement by five years by changing the definition of "Final Expiration Date" contained in Section 7(a) to "May 16, 2004". The Rights expire at the close of business on May 16, 2004 unless earlier redeemed by the Company. 2 3 The form of Rights Agreement between the Company and the Rights Agent specifying the terms of the Rights, which includes as Exhibit A the form of Rights Certificate; Amendments to Rights Agreement dated February 22, 1999, Amendment to Rights Agreement dated March 22, 1999 and Amendment to Rights Agreement dated May 6, 1999, are attached hereto as Exhibits and are incorporated herein by reference. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to such Exhibits. Item 2. EXHIBITS 1 and 2. Rights Agreement, dated May 16, 1989, between Volunteer Capital Corporation (former name of J. Alexander's Corporation) and Sovran Bank/Central South, including Form of Rights Certificate (Exhibit A), Form of Summary of Rights (Exhibit B), and Articles of Amendment to the Charter of Volunteer Capital Corporation (Exhibit C) is hereby incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K, which was filed with the Commission on May 16, 1989 (File No. 1-8766). 3 Amendment to Rights Agreement dated February 22, 1999, by and between the Registrant and SunTrust Bank (amending Rights Agreement dated May 16, 1989) (Exhibit 4(c) to the Registrant's Annual Report on Form 10-K for the year ended January 3, 1999 is incorporated herein by reference) 4 Amendment to Rights Agreement dated March 22, 1999, by and between the Registrant and SunTrust Bank (amending Rights Agreement dated May 16, 1989) 3 4 (Exhibit 4(d) to the Registrant's Annual Report on Form 10-K for the year ended January 3, 1999 is incorporated herein by reference) 5 Amendment to Rights Agreement dated May 6, 1999, by and between the Registrant and SunTrust Bank (amending Rights Agreement dated May 16, 1989) SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. J. ALEXANDER'S CORPORATION By: /s/ R. Gregory Lewis ------------------------------------ R. Gregory Lewis Chief Financial Officer Date: May 12, 1999 4 EX-5 2 AMENDMENT TO RIGHTS AGREEMENT DATED 5/6/99 1 EXHIBIT 5 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment"), between J. Alexander's Corporation, a Tennessee corporation (the "Company"), and SunTrust Bank, Atlanta (the "Rights Agent"). W I T N E S S E T H WHEREAS, on May 16, 1989, the Company entered into that certain Rights Agreement between the Company and the Rights Agent (the "Rights Agreement"); WHEREAS, the Board of Directors of the Company declared a distribution of one Right for each outstanding share of Common Stock issued (including shares distributed from Treasury) by the Company thereafter as well as each share of Common Stock issued by the Company prior to the Distribution Date (as defined in Section 3(a) of the Rights Agreement); WHEREAS, the Rights Agreement was previously amended by the Amendments to Rights Agreement effective February 22, 1999 and the Amendment to Rights Agreement effective March 22, 1999; WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its shareholders to further amend the Rights Agreement as set forth in this Amendment; WHEREAS, pursuant to Section 26, the Company and the Rights Agent, at the direction of the Company's Board of Directors, may supplement or amend any provision of the Rights Agreement without the approval of any holders of certificates representing shares of the Company's Common Stock since the Distribution Date has not yet occurred; WHEREAS, terms used in this Amendment that are defined in the Rights Agreement are used with the meanings ascribed to them in the Rights Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Amendment. Effective as of the date of this Amendment, the Rights Agreement shall be amended as follows: Section 7 (a), which sets out the definition of "Final Expiration Date," is amended to delete the phrase "May 16, 1999" and to substitute therefor the phrase "May 16, 2004." 2. Effective Date. The Amendment shall become effective as of the date hereof upon its execution and delivery by each of the parties. 2 3. Rights Agreement. Except as set forth in Section 1 above, the Rights Agreement shall remain in full force and effect. 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers or agents all as of the date first above written. J. ALEXANDER'S CORPORATION By: /s/ Lonnie J. Stout II ---------------------------------- Name: Lonnie J. Stout II Title: Chairman, President & CEO Date: May 6, 1999 SUNTRUST BANK, ATLANTA By: /s/ Letitia A. Radford ---------------------------------- Name: Letitia A. Radford Title: Vice President Date: May 6, 1999 -----END PRIVACY-ENHANCED MESSAGE-----