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
18, 2012 (September 18, 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 September 18, 2012, J. Alexander’s Corporation, a Tennessee
corporation (“
J. Alexander’s
” or the “
Company
”)
issued a joint press release with Fidelity National Financial, Inc., a
Delaware corporation (“
Fidelity
”) announcing the settlement
of a previously disclosed class action lawsuit related to the proposed
acquisition of J. Alexander’s by affiliates of Fidelity pursuant to that
certain Amended and Restated Agreement and Plan of Merger, dated July
30, 2012 (the “
Restated Merger Agreement
”), by and among
J. Alexander’s, Fidelity, 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 Fidelity (“
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, as amended by that certain First
Amendment to Amended and Restated Agreement and Plan of Merger, dated
September 5, 2012, by and among J. Alexander’s, Fidelity and Merger Sub.
On September 17, 2012, J. Alexander’s, Fidelity and the other named
defendants entered into a memorandum of understanding (“
MOU
”)
with the plaintiff Advanced Advisors (“
Advanced
”), a
purported J. Alexander’s shareholder, and its counsel in connection with
the class action lawsuit first filed by Advanced on August 10, 2012, in
the Tennessee Chancery Court for Davidson County, 20th Judicial
District, against the members of J. Alexander’s board of directors,
J. Alexander’s, Fidelity and Merger Sub. The MOU reflects the parties’
agreement in principle to resolve the claims by Advanced against
J. Alexander’s, Fidelity and the other named defendants in connection
with the tender offer and the Restated Merger Agreement, as amended.
Under the MOU, J. Alexander’s agreed to make certain supplemental
disclosures in its Schedule 14D-9 in exchange for a release and
settlement by the class of J. Alexander’s shareholders of all claims
against J. Alexander’s, its board of directors, Fidelity, Merger Sub and
their respective affiliates and agents. J. Alexander’s filed its
supplemental disclosures with the Securities and Exchange Commission (“
SEC
”)
on September 17, 2012. Fidelity also filed corresponding supplemental
disclosures with the SEC on that date.
In addition, J. Alexander’s and Fidelity announced that the tender offer
to purchase all outstanding shares of J. Alexander’s common stock for
$14.50 per share is currently set to expire at 5:00 p.m. (Eastern Time)
on Wednesday, September 19, 2012. J. Alexander’s shareholders may tender
their shares by following the procedures set forth in the tender offer
statement on Schedule TO, which contains an offer to purchase, a form of
letter of transmittal and related tender offer documents, as filed by
Fidelity and its affiliates with the SEC on August 6, 2012, as amended
to date.
A copy of the press release is attached hereto as
Exhibit 99.1
.
Important Information about the Tender Offer
THIS CURRENT REPORT 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 FIDELITY AND
ITS AFFILIATES WITH 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 AND RELATED 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, BY CALLING TOLL-FREE AT (800) 261-1047, OR BY
REQUESTING COPIES FROM THE SECRETARY OF J. ALEXANDER’S BY TELEPHONE AT
(615) 269-1900, AND MAY ALSO BE OBTAINED AT NO CHARGE AT THE WEBSITE
MAINTAINED BY THE SEC AT WWW.SEC.GOV OR AT J. ALEXANDER’S WEBSITE AT
WWW.JALEXANDERS.COM.
Cautionary Statement Regarding Forward Looking Statements
The Company cautions that certain information contained in this current
report, particularly information regarding the consummation of the
transactions contemplated by the Restated Merger Agreement, as amended,
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 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 on August 6, 2012, as amended. These
forward-looking statements reflect the Company’s expectations as of the
date of this current report. 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 18, 2012, issued by J.
Alexander’s Corporation and Fidelity National Financial, Inc.
|
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 18, 2012
|
By:
|
/s/ R. Gregory Lewis
|
|
|
|
R. Gregory Lewis
|
|
|
|
Chief Financial Officer, Vice President of Finance and Secretary
|
EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
99.1
|
|
Joint Press Release, dated September 18, 2012, issued by J.
Alexander’s Corporation and Fidelity National Financial, Inc.
|
J Alexanders (NYSE:JAX)
Historical Stock Chart
From Jun 2024 to Jul 2024
J Alexanders (NYSE:JAX)
Historical Stock Chart
From Jul 2023 to Jul 2024