0001140361-12-041196.txt : 20120921 0001140361-12-041196.hdr.sgml : 20120921 20120921170256 ACCESSION NUMBER: 0001140361-12-041196 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120919 FILED AS OF DATE: 20120921 DATE AS OF CHANGE: 20120921 ISSUER: 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: 0112 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: P O BOX 24300 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6152691900 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOORE J MICHAEL CENTRAL INDEX KEY: 0001255926 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08766 FILM NUMBER: 121104816 MAIL ADDRESS: STREET 1: PO BOX 24300 CITY: NASVILLE STATE: TN ZIP: 37202 4 1 doc1.xml FORM 4 X0306 4 2012-09-19 0 0000103884 ALEXANDERS J CORP JAX 0001255926 MOORE J MICHAEL 3401 WEST END AVENUE, SUITE 260 NASHVILLE TN 37203 0 1 0 0 VP Human Resources & Admin. Common Stock 2012-09-19 4 U 0 474 14.50 D 0 D Common Stock 2012-09-19 4 U 0 5885.3318 14.50 D 0 I J. Alexander's Corporation Employee Stock Ownership Plan Stock Option (Right to Buy) 4.25 2012-09-19 4 D 0 5000 D 2013-07-22 Common Stock 5000 0 D Stock Option (Right to Buy) 13.09 2012-09-19 4 D 0 5000 D 2014-05-15 Common Stock 5000 0 D Stock Option (Right to Buy) 6.10 2012-09-19 4 D 0 10000 D 2015-07-24 Common Stock 10000 0 D Stock Option (Right to Buy) 8.22 2012-09-19 4 D 0 20000 D 2005-12-21 2015-12-21 Common Stock 20000 0 D Stock Option (Right to Buy) 9.50 2012-09-19 4 D 0 10000 D 2005-12-21 2015-12-21 Common Stock 10000 0 D Stock Option (Right to Buy) 4.10 2012-09-19 4 D 0 10000 D 2016-11-23 Common Stock 10000 0 D Stock Option (Right to Buy) 5.50 2012-09-19 4 D 0 15000 D 2018-08-08 Common Stock 15000 0 D The option vested in three equal installments on July 22, 2004, 2005, and 2006. The option vested on May 15, 2011. The option vested in four equal installments on July 24, 2009, 2010, 2011, and 2012. The option was scheduled to vest in four equal installments on November 23, 2010, 2011, 2012, and 2013. The option was scheduled to vest in four equal installments on August 8, 2012, 2013, 2014, and 2015. The option became fully vested and exercisable in accordance with its terms and pursuant to the terms of that certain Amended and Restated Agreement and Plan of Merger, dated July 30, 2012, by and among the Company, Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and certain affiliates of Fidelity, as amended by the First Amendment, dated September 5, 2012, (the "Merger Agreement"), on September 19, 2012, following the completion of the tender offer (the "Tender Offer") commenced by New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly owned subsidiary of Fidelity. The option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment equal to the difference between the offer price in the Tender Offer ($14.50) and the exercise price per option, less any required withholding taxes. /s/ Mark A. Parkey, Attorney in Fact 2012-09-21