8-K

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): September 20, 2012 (September 19, 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))

Introduction and Background

On July 30, 2012, J. Alexander’s Corporation, a Tennessee corporation (“J. Alexander’s” or the “Company”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), by and among J. Alexander’s, Fidelity National Financial, Inc., a Delaware corporation (“Fidelity” or “Parent”), New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly owned subsidiary of Fidelity (“Merger Sub”), American Blue Ribbon Holdings, Inc., a Delaware corporation and an indirect, majority-owned subsidiary of Parent (“ABRH”), Athena Merger Sub, Inc., a Tennessee corporation and a direct, wholly owned subsidiary of ABRH, and Fidelity Newport Holdings, LLC, a Delaware limited liability company and an indirect, majority-owned restaurant operating subsidiary of Fidelity. On September 5, 2012, J. Alexander’s, Fidelity and Merger Sub entered into a First Amendment to the Merger Agreement (the “First Amendment”). Pursuant to the Merger Agreement, as amended by the First Amendment, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, $0.05 par value per share, of the Company (the “Shares”) at a purchase price of $14.50 per share, net to the seller thereof in cash (the “Offer Price”), without interest and subject to any required withholding of taxes.

On September 20, 2012, Parent announced the expiration of the offering period, which expired at 5:00 p.m., New York City time, on September 19, 2012. On September 19, 2012, Merger Sub accepted for payment all Shares that were validly tendered and not withdrawn (the time of such acceptance is referred to as the “Acceptance Time”), and payment for such Shares will be made by Merger Sub promptly in accordance with the terms of the Offer and the Merger Agreement.

Fidelity and the Company also announced today that Merger Sub is commencing a subsequent offering period to acquire the remaining untendered shares of the Company’s common stock. The subsequent offering period will expire at 5:00 p.m., New York City time, on Wednesday, September 26, 2012, unless extended. During this subsequent offering period, holders of Shares who did not previously tender their Shares into the initial offering period may do so, and Merger Sub will immediately accept and promptly pay for any shares properly tendered, for the same $14.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, that is payable to shareholders who tendered their shares during the initial offering period of the Offer.

Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, with two exceptions: (i) shares cannot be delivered by the guaranteed delivery procedure and (ii) shares validly tendered during the subsequent offering period will be accepted for payment on a daily “as tendered” basis and, accordingly, may not be withdrawn. Fidelity and Merger Sub have reserved the right to extend the subsequent offering period in accordance with applicable law.

Item 5.01 Changes in Control of Registrant.

According to Computershare Trust Company, N.A., the depositary for the Offer, as of the expiration of the initial offering period at 5:00 P.M., New York City time, on Wednesday, September 19, 2012, an aggregate of approximately 4,451,627 shares were validly tendered and not validly withdrawn (excluding 321,133 Shares subject to guarantees of delivery), representing approximately 73.8% of the total Shares on a fully-diluted basis (as defined in the Merger Agreement). On September 19, 2012, at the Acceptance Time, all Shares that were validly tendered and not validly withdrawn were accepted for purchase by Merger Sub in accordance with the terms of the Offer. Payment for such Shares will be made promptly in accordance with the terms of the Offer and the Merger Agreement. The aggregate purchase price for such Shares paid by Parent and Merger Sub is approximately $64.5 million, plus related transaction fees. Parent is expected to fund the payment of the Offer Price from existing and available cash and borrowings under its existing credit facility.

1

As a result of such acceptance of Shares in the Offer, a change in control of the Company occurred, and Merger Sub and Parent will have sufficient voting power to approve the merger of Merger Sub with and into the Company (the “Merger”) without the affirmative vote of any other shareholder the Company. In the event that a sufficient number of Shares are tendered by the expiration of the subsequent offering period, Parent intends to exercise the top-up option under the Merger Agreement and effect a short-form merger in accordance the provisions of the Tennessee Business Corporation Act (the “TBCA”) and the Merger Agreement without the vote of any Company shareholder. Otherwise, Parent intends to effect a long-form merger in accordance the provisions of the TBCA and the Merger Agreement. In either case, as a result of the Merger, the Company will become an indirect, wholly owned subsidiary of Parent, and any Shares not tendered in the Offer (other than Shares held by the Company or Merger Sub, which Shares will be cancelled and retired and will cease to exist without any consideration being delivered in exchange for those Shares) will be cancelled and converted into the right to receive $14.50 or any greater per Share price paid in the Offer, in cash, without interest thereon and subject to any required withholding taxes. Following the Merger, the Shares will cease to be traded on the NASDAQ Global Market, unless NASDAQ delists the Shares sooner because there are insufficient remaining shareholders and publicly held Shares following the closing of the Offer.

Pursuant to the terms of the Merger Agreement, the Company has agreed to prepare and, no later than ten business days after the Acceptance Time, file with the Securities and Exchange Commission (the “SEC”) an information statement (the “Information Statement”) to be provided to Company shareholders in connection with a special meeting of the shareholders to be held as soon as soon as reasonably practicable for the purpose of obtaining shareholder approval of the Merger Agreement if approval of the Merger Agreement by the Company’s shareholders is required by the TBCA. If shareholder approval is required, because Merger Sub owns Shares in excess of the number of Shares required to approve the Merger Agreement, the Merger Agreement is expected to be approved at such special meeting without the vote of any additional shareholders.

If the subsequent offering period described above does not result in sufficient additional Shares tendered that, when combined with Shares tendered during the initial offering period and the exercise of the top-up option, would enable Parent to effect a short-form merger in accordance with the TBCA, the Company has agreed to use its reasonable best efforts to cause the Information Statement to be filed in definitive form with the SEC and to be mailed to the shareholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Information Statement (and, in any event, within five business days of such confirmation from the SEC). The Company does not intend to solicit proxies for the special meeting referred to above.

If during the subsequent offering period sufficient additional Shares are tendered that, when combined with Shares tendered in the initial offering period and the exercise of the top-up option, would enable Parent to effect a short-form merger in accordance with the TBCA, the Company does not intend to hold a special meeting of shareholders for purposes of approving the Merger Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Merger Agreement provides that, following the Acceptance Time, Parent shall be entitled to designate the number of directors on the Company’s Board of Directors equal to the product of (i) the total number of directors on the Company’s Board of Directors, and (ii) the percentage that the number of

2

Shares owned directly or indirectly by Parent immediately following the Acceptance Time represents out of the total number of Shares outstanding; provided, however, that prior to the effective time of the Merger, the Company’s Board of Directors shall always have at least three members of the Company’s Board of Directors who were members of the Company’s Board of Directors as of the effective date of the Merger Agreement or are otherwise independent from Parent.

On September 19, 2012, following the Acceptance Time and pursuant to the terms of the Merger Agreement, Fidelity required Lonnie J. Stout II to resign from his position as Chairman and as a member of the Company’s Board of Directors. In addition, on September 19, 2012, the number of directors comprising the Board of Directors was increased to seven persons and the following designees of Parent (the “Parent Designees”) were appointed to the Company’s Board of Directors: George P. Scanlon, Brent B. Bickett, Anthony J. Park and Peter Sadowski.

As of the date of this Current Report, the Parent Designees are not expected to be named to any committee of the Board of Directors. The Company is not aware of any relationships or transactions in which any of the Parent Designees has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.

Each of the Parent Designees has waived all cash and equity compensation to which he is entitled in connection with his service on the Company’s Board of Directors.

The descriptions of the Merger Agreement and the First Amendment set forth above do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 2, 2012, and the First Amendment, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 6, 2012, and each are incorporated herein by reference.

Item 8.01. Other Events.

On September 20, 2012, J. Alexander’s issued a joint press release with Fidelity announcing the expiration of the initial offering period and the commencement by Merger Sub of a subsequent offering period. A copy of the press release is attached hereto as Exhibit 99.1.

3

Cautionary Statement Regarding Forward-Looking Statements

The Company cautions that certain information contained in this communication, particularly information regarding the consummation of the transactions contemplated by the 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: the effects of disruptions from the transaction; the risk of shareholder litigation in connection with the transaction and any related significant costs of defense, indemnification and liability; uncertainties as to how many shareholders of J. Alexander’s will tender their shares in the offer; 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 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 filed by the Company, as amended. These forward-looking statements reflect the Company’s expectations as of the date of this Form 8-K. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Joint Press Release, dated September 20, 2012, issued by J. Alexander’s Corporation and Fidelity National Financial, Inc.

4

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.

	J. Alexander’s Corporation
Date: September 20, 2012	By:	/s/ R. Gregory Lewis
		R. Gregory Lewis
		Chief Financial Officer, Vice President of Finance and Secretary

5

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press Release, dated September 20, 2012, issued by J. Alexander’s Corporation and Fidelity National Financial, Inc.

6

EX-99.1

Exhibit 99.1

FIDELITY NATIONAL FINANCIAL, INC. AND J. ALEXANDER’S CORPORATION ANNOUNCE

73.8% OF SHARES TENDERED IN SUPPORT OF FNF TENDER OFFER GIVING FNF CONTROL;

ANNOUNCE SUBSEQUENT OFFERING PERIOD TO ACQUIRE REMAINING SHARES

Jacksonville, Fla. And Nashville, Tenn. — (September 20, 2012) — Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and restaurant and other diversified services, and J. Alexander’s Corporation (NASDAQ:JAX) (“J. Alexander’s”) today announced the preliminary results of a tender offer through FNF’s indirect, wholly-owned subsidiary, New Athena Merger Sub, Inc. (“Purchaser”), for all outstanding common stock of J. Alexander’s.

The tender offer and withdrawal rights expired at 5:00 P.M., New York City time, on Wednesday, September 19, 2012. According to the depositary for the tender offer, approximately 4,451,627 shares (excluding approximately 321,133 shares subject to guarantees of delivery) were validly tendered and not withdrawn as of the expiration time. This represents approximately 73.8 percent of J. Alexander’s outstanding shares of common stock on a fully diluted basis, giving FNF control of J. Alexander’s. The Purchaser has accepted all shares that were validly tendered and not properly withdrawn and will promptly pay for such shares at the tender offer price of $14.50 per share, net to the seller in cash, without interest and less any required withholding taxes.

In response to the completion of the tender offer, Lonnie J. Stout II, President and Chief Executive Officer of J. Alexander’s, stated, “We are pleased with the successful completion of the first step of the transaction with FNF and believe it represents a significant achievement for our shareholders by maximizing value and providing them with a substantial cash premium for their shares. We look forward to a successful merger closing.”

“We are happy to welcome J. Alexander’s and its employees to the FNF family,” said FNF CEO George P. Scanlon. “J. Alexander’s has a strong reputation for providing great service and a high quality dining experience to its guests, and will enhance the growth of our upscale casual concepts at American Blue Ribbon Holdings.”

FNF and J. Alexander’s also announced today that the Purchaser is commencing a subsequent offering period to acquire the remaining untendered shares of J. Alexander’s common stock. The subsequent offering period will expire at 5:00 p.m., New York City time, on Wednesday, September 26, 2012, unless extended. During this subsequent offering period, holders of shares of J. Alexander’s common stock who did not previously tender their shares into the initial tender offer may do so, and the Purchaser will immediately accept and promptly pay for any shares properly tendered, for the same $14.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, that is payable to stockholders who tendered their shares during the initial offering period of the tender offer.

Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, with two exceptions: (i) shares cannot be delivered by the guaranteed delivery procedure and (ii) shares validly tendered during the subsequent offering period will be accepted for payment on a daily “as tendered” basis and, accordingly, may not be withdrawn. FNF and the Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law.

Following the subsequent offering period, as may be extended, and any exercise of the top up option provided in the merger agreement, if the Purchaser has acquired at least 90 percent of the shares of J. Alexander’s common stock then outstanding, the Purchaser intends to merge with and into J. Alexander’s in accordance with the “short-form” merger and other applicable provisions of the Tennessee Business Corporation Act. If the Purchaser is not able to consummate a “short-form” merger, it intends to seek approval of the merger by a vote of J. Alexander’s stockholders at a duly held special meeting that is expected to be scheduled during the fourth quarter of 2012. As a result of the Purchaser’s purchase of shares tendered in the initial offering period, it will be able to approve the merger without the affirmative vote of any other J. Alexander’s stockholder at the meeting.

As a result of the merger, any shares of J. Alexander’s common stock not tendered will be cancelled and (except for shares held in the treasury of J. Alexander’s or by FNF or the Purchaser, or shares for which appraisal rights are properly demanded) will be converted into the right to receive the same $14.50 in cash per share, without interest and less any applicable withholding taxes, that is payable to stockholders who tendered their shares during the initial offering period of the tender offer. Accordingly, all J. Alexander’s stockholders will receive the same $14.50 cash consideration per share whether they tender their shares during the subsequent offering period or not, but those who tender their shares during the subsequent offering period will receive the consideration sooner than stockholders who wait for the merger to be consummated.

Following the merger, J. Alexander’s will become an indirect, wholly-owned subsidiary of FNF, and J. Alexander’s common stock will cease to be traded on NASDAQ.

About FNF

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, FNF owns a majority stake in 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. FNF also owns a minority interest in Ceridian Corporation, a leading provider of global human capital management and payment solutions. More information about FNF can be found at www.fnf.com.

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. J. Alexander’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.

Important Information about the Tender Offer

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 TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO, CONTAINING AN OFFER TO PURCHASE, FORM OF LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS, FILED BY FNF AND ITS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON AUGUST 6, 2012. A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 RELATING TO THE TENDER OFFER HAS BEEN FILED BY J. ALEXANDER’S WITH THE SEC ON AUGUST 6, 2012. THESE DOCUMENTS, AS THEY HAVE BEEN AND MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND J. ALEXANDER’S SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. THE TENDER OFFER MATERIALS MAY BE OBTAINED AT NO CHARGE BY DIRECTING A REQUEST BY MAIL TO GEORGESON INC., 99 WATER STREET, 26TH FLOOR, NEW YORK, NY 10038, OR BY CALLING TOLL-FREE AT (800) 261-1047, AND MAY ALSO BE OBTAINED AT NO CHARGE AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.

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 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 J. Alexander’s and FNF’s Form 10-K and other filings with the SEC. These forward-looking statements reflect J. Alexander’s and FNF’s expectations as of the date of this press release. J. Alexander’s and FNF undertake no obligation to update the information provided herein.

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