VOLUNTEER CAPITAL CORP / TN /
8-K, 1996-11-27
EATING PLACES
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 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): November 27, 1996 (November
                                  21, 1996)


                        VOLUNTEER CAPITAL CORPORATION
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


<TABLE>
  <S>                                                      <C>                           <C>
                    Tennessee                                      1-8766                       62-0854056
- ------------------------------------------------           ------------------------      ---------------------
  (State or other jurisdiction of incorporation)           (Commission File Number)          (I.R.S. Employer
                                                                                           Identification No.)

   3401 West End Avenue, Suite 260, P.O. Box 24300, 
              Nashville, Tennessee                                                               37202
- --------------------------------------------------------------------                     ---------------------
             (Address of principal executive offices)                                          (Zip Code)
</TABLE>



      Registrant's telephone number, including area code: (615) 269-1900


                                Not Applicable
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)





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Item 2.  Acquisition or Disposition of Assets.

         On November 21, 1996, Volunteer Capital Corporation (the "Company")
consummated the previously reported sale of substantially all of the assets of
its Wendy's division to Wendy's International, Inc., pursuant to an Asset
Purchase Agreement.  The proceeds from the sale totaled approximately $28
million.

         Approximately $12.5 million of such amounts was used to repay the
amounts outstanding under the Company's line of credit, and the balance (after
payment of expenses) will be used to fund a significant portion of its
commitments for capital expenditures for J. Alexander's restaurants currently
under development.


Item 7.  Financial Statements and Exhibits.

(a)      Exhibits

         99   Press Release

(b)      Pro Forma Financial Information

         The Pro Forma Financial Information required by Article 11 of
         Regulation S-X will be filed by amendment within the time period set
         forth in Item 7 of Form 8-K.





                                      2

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                                  SIGNATURES


         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.

                                        VOLUNTEER CAPITAL CORPORATION
                                     
                                     
                                     
Date: November 27, 1996                 By: /s/  Lonnie J. Stout II   
                                           ---------------------------
                                                 Lonnie J. Stout II
                                                 Chairman of the Board
                                                                      

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                                EXHIBIT INDEX



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            <S>                  <C>
            No.                  Exhibit
- ------------------------    --------------------------------------------------
            99                   Press Release

</TABLE>
                                              


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                                  EXHIBIT 99

FOR IMMEDIATE RELEASE                                              NEWS RELEASE

Contact:         Lonnie J. Stout II
                 or Greg Lewis
                 615-269-1900

                   VOLUNTEER CAPITAL COMPLETES WENDY'S SALE


         NASHVILLE, TN., Nov. 22, 1996 -- Volunteer Capital Corporation (NYSE:
VCC) said today it has completed the sale of substantially all of the assets
of its Wendy's division to Wendy's International, Inc. for approximately $28
million in cash.  The transaction included 52 Wendy's Old Fashioned Hamburgers
restaurants in four states.
         Volunteer Capital said it used approximately $12,500,000 of the
proceeds from the Wendy's transaction to pay off the outstanding balance on its
line of credit agreement.  The Company expects to use the balance of the
proceeds (after payment of expenses of the transaction) to fund a significant
portion of its commitments for capital expenditures for J. Alexander's
restaurants currently under development.
         Volunteer Capital Corporation operates 13 J. Alexander's casual dining
restaurants in seven states.  The Company will open its 14th J. Alexander's
restaurant in Memphis, Tennessee in mid-December and will open its 15th and
16th restaurants next spring in Denver, Colorado and in Tempa, Florida.
         Volunteer Capital Corporation is headquartered in Nashville,
Tennessee.

                                      ###


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