SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 1)

J. ALEXANDER’S CORPORATION

 (Name of Subject Company)

J. ALEXANDER’S CORPORATION

 (Name of Person Filing Statement)

Common Stock (par value $.05 per share) with associated Series A

Junior Preferred Stock Purchase Rights

(Title of Class of Securities)

466096104

(CUSIP Number of Class of Securities)

R. Gregory Lewis

3401 West End Avenue, Suite 260

P.O. Box 24300

Nashville, Tennessee 37202

(615) 269-1900

 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and

Communications on Behalf of Persons Filing Statement)

Copy to:

F. Mitchell Walker, Jr., Esq.

Lori B. Morgan, Esq.

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

(615) 742-6200

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Introduction

This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the “Commission”) by J. Alexander’s Corporation, a Tennessee corporation (“J. Alexander’s”), on August 6, 2012 (which, together with this Amendment No. 1 and any subsequent amendments or supplements thereof, collectively, constitutes the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by New Athena Merger Sub, Inc. (“Merger Sub”), a Tennessee corporation and an indirect, wholly owned subsidiary of Fidelity National Financial, Inc. (“Parent”), a Delaware corporation, pursuant to which Merger Sub has offered to purchase all of the outstanding shares of J. Alexander’s common stock at a price of $13.00 per share, net to the selling shareholder in cash, without interest and less any required withholding taxes, upon the terms and conditions set forth in the Offer to Purchase dated August 6, 2012 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements, collectively, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (together with any exhibits thereto, the “Schedule TO”) filed by Parent and Merger Sub with the Commission on August 6, 2012. The foregoing summary of the Offer is qualified in its entirety by the more detailed description and explanation contained in the Offer to Purchase and related Letter of Transmittal, copies of which have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively, and are incorporated herein by reference. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

This Amendment No. 1 is being filed to amend the list of exhibits to the Schedule 14D-9 as reflected below. Except as otherwise indicated below, the information set forth in the prior Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 1.

Item 9.Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(9)	Letter to ESOP Participants, dated August 7, 2012

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

J. Alexander’s Corporation
By:	/s/ R. Gregory Lewis
Name	R. Gregory Lewis
Title	Chief Financial Officer, Vice President
	of Finance and Secretary

Dated: August 7, 2012

EX-99.(A)(9)

Exhibit (a)(9)

[J. Alexander’s Corporation Letterhead]

August 7, 2012

Dear ESOP Participants:

Fidelity National Financial, Inc. has made an offer to purchase all outstanding stock of J. Alexander’s Corporation, including the stock in your account in the ESOP, for a price of $13 per share.  Enclosed is information about the offer in the document entitled “Offer to Purchase for Cash” and in the company’s enclosed “Solicitation/Recommendation Statement,” which I refer to as the “Offering Documents.”  Also enclosed is a card for you to indicate whether you want to accept the offer and sell your shares held in the ESOP.  First, read the “Offering Documents,” make your decision, mark the card and return it to the ESOP Trustee in the envelope provided.  The deadline for the offer is September 5, 2012.  To ensure that your instructions are received by the Trustee prior to the deadline, you must submit your instruction card by mail no later than Friday, August 31, 2012.

If the minimum conditions for Fidelity’s offer to purchase to be completed are satisfied (see the Offering Documents), and if you tender your stock, the Trustee will receive $13 per share for your stock.  The ESOP will be terminated.  However, the cash cannot be paid to you immediately, but will be held in the ESOP until a distribution to you is permitted by the terms of the ESOP document and until IRS approval of the ESOP termination is obtained.

After careful consideration, the Board of Directors has approved the proposed transactions described in the Offering Documents and recommends that shareholders tender their shares.

On behalf of the Board of Directors, we continue to appreciate your contributions to the success of the company.

Sincerely,

/s/ Lonnie J. Stout II

Lonnie J. Stout II

Chairman, President and

Chief Executive Officer

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Enclosures