UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July
31, 2012 (July 31, 2012)
|
J. ALEXANDER’S CORPORATION |
| (Exact Name of Registrant as Specified in Charter) |
|
Tennessee |
1-08766 |
62-0854056 |
||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202 |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code: (615) 269-1900
|
Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On July 31, 2012, J. Alexander’s Corporation, a Tennessee corporation (the “Company” or “J. Alexander’s”) issued a joint press release with Fidelity National Financial, Inc., a Delaware corporation (“Parent”), announcing that it had entered into an Amended and Restated Agreement and Plan of Merger (the “Restated Merger Agreement”), by and among the Company, Parent, New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“New Merger Sub”), Fidelity Newport Holdings, LLC, a Delaware limited liability company and an indirect, majority-owned subsidiary of Parent (“FNH”), American Blue Ribbon Holdings, Inc., a Delaware corporation and an indirect, majority-owned subsidiary of Parent (“ABRH”), and Athena Merger Sub, Inc., a Tennessee corporation and a direct, wholly owned subsidiary of ABRH (“Old Merger Sub”).
The Restated Merger Agreement amends and restates that certain Agreement and Plan of Merger, dated June 22, 2012, between the Company, Parent, FNH, ABRH, and Old Merger Sub. Pursuant to the terms of the Restated Merger Agreement, Parent will cause New Merger Sub to make a tender offer to purchase each share of common stock, par value $0.05 per share, of the Company, after the consummation of which, New Merger Sub will then merge with and into the Company with the Company as the surviving corporation thereof. A copy of the press release is furnished herewith as Exhibit 99.1.
The information required by Item 1.01, including a copy of the Restated Merger Agreement, will be filed in a separate Current Report on Form 8-K.
Cautionary Statement Regarding Forward Looking Statements
In connection with the safe harbor established under the Private Securities Litigation Reform Act of 1995, the Company cautions that certain information contained in this communication, particularly information regarding the consummation of the transactions contemplated by the Restated Merger Agreement, is forward-looking information that involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, among other things: uncertainties as to how many of the Company’s shareholders will tender their stock in the offer; the possibility that competing offers will be made; the risk of shareholder litigation in connection with the transaction and any related significant costs of defense, indemnification and liability; and the possibility that various closing conditions for the transaction may not be satisfied or waived. There can be no assurance that the proposed transactions will in fact be consummated.
Additional information about these and other material factors or assumptions underlying such forward looking statements are set forth in the reports that the Company files from time to time with the Securities and Exchange Commission (the “SEC”), including those items listed under the “Risk Factors” heading in Item 1.A of the Company’s Annual Report on Form 10-K for the year ended January 1, 2012, as well as the solicitation/recommendation statement on Schedule 14D-9 to be filed by the Company. These forward-looking statements reflect the Company’s expectations as of the date of this communication. The Company disclaims any intent or obligation to update these forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.
Important Information about the Tender Offer
THE TENDER OFFER FOR THE OUTSTANDING COMMON STOCK OF J. ALEXANDER’S REFERRED TO IN THIS COMMUNICATION HAS NOT YET COMMENCED. THIS FORM 8-K IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
At the time the offer is commenced, a tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) will be filed with the SEC, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. Shareholders of J. Alexander’s should read and consider these materials carefully when they become available because they will contain important information, including the terms and conditions of the offer. These materials will be sent free of charge to all shareholders of record of the Company when available. In addition, shareholders will be able to obtain the offer to purchase and all other related materials with respect to the tender offer when they become available free at the SEC’s website at www.sec.gov, at the Company’s web site at www.jalexanders.com or by requesting copies from the Secretary of J. Alexander’s by telephone at (615) 269-1900.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated July 31, 2012, issued by J. Alexander’s Corporation
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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J. Alexander’s Corporation |
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| Date: | July 31, 2012 | By: |
/s/ R. Gregory Lewis |
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R. Gregory Lewis |
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Chief Financial Officer, Vice President of Finance and Secretary |
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EXHIBIT INDEX
|
Exhibit |
Description |
|
| 99.1 |
Press Release, dated July 31, 2012, issued by J. Alexander’s Corporation |
Exhibit 99.1
J. Alexander’s Corporation and Fidelity National Financial, Inc. Agree on Amendments to Merger Agreement; Announce Cash Tender Offer at $13.00 Per Share
JACKSONVILLE, Fla. & NASHVILLE, Tenn.--(BUSINESS WIRE)--July 31, 2012--Fidelity National Financial, Inc. (NYSE: FNF) and J. Alexander’s Corporation (NASDAQ: JAX) announced today that they have amended their previously announced merger agreement. Under the amended agreement, FNF has agreed to make an all cash tender offer for all of the shares of J. Alexander’s for $13.00 per share in cash, valuing the equity of J. Alexander’s at approximately $78 million. FNF’s original proposal to acquire J. Alexander’s was for $12.00 per share in a combination of cash and stock.
Lonnie J. Stout II, Chairman, President and Chief Executive Officer, said the amended merger agreement has been unanimously approved by the J. Alexander’s board of directors and that the Company’s board recommends that J. Alexander’s stockholders tender their shares into FNF’s tender offer.
“The J. Alexander’s board believes that FNF’s tender offer is in the best interest of all shareholders, maximizes value for all shareholders and provides for a substantial cash premium,” Stout emphasized. A complete description of the terms of the amended merger agreement and the reasons for the J. Alexander’s board’s recommendation will be provided in a solicitation/recommendation statement on Schedule 14D-9, which J. Alexander’s will file with the Securities and Exchange Commission with respect to the tender offer.
Under the terms of the amended merger agreement, FNF will commence a tender offer for all the outstanding shares of J. Alexander’s no later than August 6, 2012. The closing of the tender offer is conditioned on the tender of a number of J. Alexander’s shares that represents at least a majority of the total number of J. Alexander’s shares outstanding and other customary closing conditions. The transaction is not subject to a financing condition. Upon the completion of the tender offer, FNF will acquire all remaining shares of J. Alexander’s through a second-step merger that will result in all shares not tendered in the tender offer being converted into the right to receive $13.00 per share in cash, the same consideration per share as paid in the tender offer. The merger transaction is expected to close in the fourth quarter of 2012, assuming execution of the tender offer process and satisfaction of the conditions to closing.
Additionally, the J. Alexander’s board has determined that, in light of the amended merger agreement with FNF, there are no “excluded parties” under the terms of the original or amended merger agreements, including the two parties previously identified as excluded parties. As a result, the J. Alexander’s board has terminated its consideration and evaluation of two proposals received during the “go shop” period provided under the terms of the original merger agreement.
About J. Alexander’s Corporation
J. Alexander’s Corporation (NASDAQ: JAX), operates 33 J. Alexander’s restaurants in 13 states: Alabama, Arizona, Colorado, Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Michigan, Ohio, Tennessee and Texas. J. Alexander’ is an upscale, contemporary American restaurant known for its wood-fired cuisine. The Company’s menu features a wide selection of American classics, including steaks, prime rib of beef and fresh seafood, as well as a large assortment of interesting salads, sandwiches and desserts. J. Alexander’s also has a full-service bar that features an outstanding selection of wines by the glass and bottle. More information about JAX can be found at www.jalexanders.com.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. (NYSE:FNF), is a leading provider of title insurance, mortgage services and restaurant and other diversified services. FNF is the nation’s largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title and Alamo Title - that collectively issue more title insurance policies than any other title company in the United States. FNF also owns a 55% stake in American Blue Ribbon Holdings, an owner and operator of the O’Charley’s, Ninety Nine Restaurant, Max & Erma’s, Village Inn, Bakers Square and Stoney River Legendary Steaks concepts. In addition, among other operations, FNF owns minority interests in Ceridian Corporation, a leading provider of global human capital management and payment solutions and Remy International, Inc., a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles. More information about FNF can be found at www.fnf.com.
Important Information about the Tender Offer
THE TENDER OFFER FOR THE OUTSTANDING COMMON STOCK OF J. ALEXANDER’S REFERRED TO IN THIS PRESS RELEASE HAS NOT YET COMMENCED.
Full details of the tender offer will be included in FNF’s formal offer to purchase and related materials which will be publicly filed with the Securities and Exchange Commission on Schedule TO and subsequently mailed to J. Alexander’s shareholders. The tender offer will be subject to customary conditions, including, among other things, there being validly tendered and not withdrawn, prior to the expiration of the offer, that number of shares of common stock of J. Alexander’s, that would represent at least a majority of the total number of then-outstanding shares calculated on a fully diluted basis.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY COMMON STOCK OF J. ALEXANDER’S IS ONLY BEING MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT FNF AND ITS AFFILIATES INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. AT THE TIME THE OFFER IS COMMENCED, FNF AND ITS AFFILIATES WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THEREAFTER J. ALEXANDER’S WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE OFFER. SHAREHOLDERS OF J. ALEXANDER’S SHOULD READ AND CONSIDER THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. SHAREHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM FNF OR J. ALEXANDER’S WHEN THEY BECOME AVAILABLE.
Forward Looking Statements
This press release contains forward-looking statements relating to the potential acquisition of J. Alexander’s by FNF and its affiliates, including the expected date of closing of the acquisition and the potential benefits of the transaction. The actual results of the transaction could vary materially as a result of a number of factors, including: uncertainties as to how many of shareholders of J. Alexander’s will tender their stock in the offer, the possibility that competing offers will be made and the possibility that various closing conditions for the transaction may not be satisfied or waived. Other factors that may cause actual results to differ materially include those other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of FNF’s and J. Alexander’s respective Form 10-K and other filings with the Securities and Exchange Commission. These forward-looking statements reflect FNF’s and J. Alexander’s expectations as of the date of this press release. Neither FNF nor J. Alexander’s undertakes an obligation to update the information provided herein.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50358362&lang=en
CONTACT:
Fidelity National Financial, Inc.
Daniel Kennedy Murphy,
904-854-8120
Senior Vice President and Treasurer
dkmurphy@fnf.com
or
J.
Alexander’s Corporation
R. Gregory Lewis, 615-269-1900
Vice
President and Chief Financial Officer
glewis@jalexanders.com