EX-99.(A)(1)(C) 4 d390544dex99a1c.htm EX-99.(A)(1)(C) EX-99.(a)(1)(C)

 

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

For Tender of Shares of Common Stock

(including the associated preferred stock purchase rights)

of

J. ALEXANDER’S CORPORATION

at

$13.00 NET PER SHARE

Pursuant to the Offer to Purchase dated August 6, 2012

by

NEW ATHENA MERGER SUB, INC.

an indirect wholly-owned subsidiary of

FIDELITY NATIONAL FINANCIAL, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 5, 2012, UNLESS THE TENDER OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of common stock, par value $0.05 per share (including the associated preferred stock purchase rights, the “Shares”), of J. Alexander’s Corporation, a Tennessee corporation (“J. Alexander’s”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Computershare Trust Company, N.A.(the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by overnight courier, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

 

LOGO

 

If delivering by mail:   By Facsimile Transmission:   If delivering by overnight mail or courier:

Computershare

Corporate Actions Voluntary Offer

P.O. Box 43011

Providence, RI 02940-3011

 

(Eligible Institutions Only)

(617) 360-6810

 

Computershare

Corporate Actions Voluntary Offer

250 Royall Street, Suite V

Canton, MA 02021

 

Confirm Facsimile Receipt by Telephone:

(781) 575-2332

 

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Scan: Corp Actions Voluntary COY JAX


Ladies and Gentlemen:

The undersigned hereby tenders to New Athena Merger Sub, Inc., a Tennessee corporation and an indirect wholly-owned subsidiary of Fidelity National Financial, Inc., a Delaware corporation, upon the terms and subject to the 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 the Offer to Purchase, as each may be amended or supplemented from time to time, are collectively referred to as the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.05 per share (including the associated preferred stock purchase rights, the “Shares”), of J. Alexander’s Corporation, a Tennessee corporation, specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

 

Number of Shares and Certificate No(s)

(if available):

  
  

 

¨ Check here if Shares will be tendered by book-entry transfer.
DTC Account Number:
Dated:
Name(s) of Record Holder(s):

 

 

(Please type or print)
Address(es):

 

(Zip Code)

Area Code and Tel.

No.:

(Daytime telephone number)

Signature(s)

 

Scan: Corp Actions Voluntary COY JAX

 

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GUARANTEE

(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three trading days after the date hereof.

 

Name of Firm:

Address:

 

 

(Zip Code)

 

Area Code and Tel. No.:

 

(Authorized Signature)

 

Name of Firm:
(Please type or print)
Title:
Dated:

 

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

 

Scan: Corp Actions Voluntary COY JAX

 

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