0001140361-12-044869.txt : 20121029 0001140361-12-044869.hdr.sgml : 20121029 20121029161356 ACCESSION NUMBER: 0001140361-12-044869 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121029 FILED AS OF DATE: 20121029 DATE AS OF CHANGE: 20121029 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: DUNCAN E TOWNES CENTRAL INDEX KEY: 0000900371 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08766 FILM NUMBER: 121167060 MAIL ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: SUITE 100 CITY: NASHVILLE STATE: TN ZIP: 37215 4 1 doc1.xml FORM 4 X0306 4 2012-10-29 1 0000103884 ALEXANDERS J CORP JAX 0000900371 DUNCAN E TOWNES C/O SOLIDUS COMPANY, L.P. 4015 HILLSBORO PIKE, SUITE 214 NASHVILLE TN 37215 1 0 0 0 Common Stock 2012-10-29 4 D 0 164266 D 0 I See footnote Pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of July 30, 2012, by and among J. Alexander's Corporation (the "Company"), Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly owned subsidiary of Fidelity, and certain affiliates of Fidelity, as amended by the First Amendment, dated September 5, 2012, each share of the Company's common stock owned by the reporting person immediately prior to the effective time of the merger was, upon the effective time of the merger, converted into the right to receive $14.50 per share in cash, without interest and less any applicable withholding taxes. Represents the shares held directly by Solidus Company, L.P., a Tennessee limited partnership ("Solidus"). Mr. Duncan is the Chief Executive Officer of Solidus General Partner, LLC, which is the general partner of Solidus. Mr. Duncan disclaims beneficial ownership of any such shares that to not reflect his proportionate interest in Solidus. /s/ Mark A. Parkey, Attorney in Fact 2012-10-29