<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Volunteer Capital Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
VOLUNTEER CAPITAL CORPORATION
3401 WEST END AVENUE
SUITE 260
P.O. BOX 24300
NASHVILLE, TENNESSEE 37202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Volunteer Capital Corporation:
A Special Meeting of Shareholders of Volunteer Capital Corporation (the
"Company") will be held at the Company's offices at 3401 West End Avenue, Suite
260, Nashville, Tennessee, at 8:00 a.m., Nashville time, on February 7, 1997
for the following purposes:
(1) To consider and act upon a proposal to amend the Company's Charter
to change the name of the Company to "J. Alexander's Corporation"; and
(2) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on January 2, 1997
are entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
Your attention is directed to the Proxy Statement accompanying this notice
for a more complete statement regarding the matters to be acted upon at the
meeting.
We hope very much that you will be able to be with us. If you do not plan
to attend the meeting in person, you are requested to complete, sign and date
the enclosed proxy and return it promptly in the enclosed addressed envelope,
which requires no postage if mailed in the United States.
By Order of the Board of Directors,
R. GREGORY LEWIS
Secretary
January 6, 1997
<PAGE> 3
VOLUNTEER CAPITAL CORPORATION
3401 WEST END AVENUE
SUITE 260
P.O. BOX 24300
NASHVILLE, TENNESSEE 37202
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
February 7, 1997
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Volunteer Capital Corporation (the "Company") for use at the Special Meeting
of Shareholders to be held on February 7, 1997, at 8:00 a.m., Nashville time,
at the Company's offices at 3401 West End Avenue, Suite 260, Nashville,
Tennessee, and at any adjournments or postponements thereof, for the purposes
set forth in the foregoing Notice of Special Meeting of Shareholders. Copies of
the proxy, this Proxy Statement and the attached Notice are being mailed to
shareholders on or about January 6, 1997.
Proxies may be solicited by mail, telephone or telegraph. All costs of
this solicitation will be borne by the Company. The Company does not anticipate
paying any compensation to any party other than its regular employees for the
solicitation of proxies, but may reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to beneficial owners.
Shares represented by such proxies will be voted in accordance with the
choices specified thereon. If no choice is specified, the shares will be voted
FOR the proposed amendment to the Company's Charter, as described herein. The
Board of Directors does not know of any other matters which will be presented
for action at the meeting, but the persons named in the proxy intend to vote or
act with respect to any other proposal which may be properly presented for
action according to their best judgment in light of the conditions then
prevailing.
A proxy may be revoked by a shareholder at any time before its exercise by
attending the meeting and electing to vote in person, by filing with the
Secretary of the Company a written revocation or by duly executing a proxy
bearing a later date.
Each share of the Company's Common Stock, $.05 par value (the "Common
Stock"), issued and outstanding on January 2, 1997 (the "Record Date") will be
entitled to one vote on all matters to come before the meeting. As of the
Record Date, there were outstanding 5,332,507 shares of Common Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, certain information
with respect to those persons known to the Company to be the beneficial owners
(as defined by certain rules of the Securities and Exchange Commission (the
"Commission")) of more than five percent (5%) of the Common Stock, its only
voting security, and with respect to the beneficial ownership of the Common
Stock by all directors, the Company's Chief Executive Officer and each other
executive officer whose total cash compensation exceeded $100,000 in the
Company's most recent fiscal year (a "Named Officer"), and all executive
officers and directors of the Company as a group. Except as otherwise
specified, the shares indicated are presently outstanding.
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT OF PERCENTAGE OF
COMMON STOCK OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK(1)
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<S> <C> <C>
RCM Capital Management........................... 518,100(2) 9.7%
Four Embarcadero Center
Suite 3000
San Francisco, CA 94111
The Volunteer Capital Corporation................ 443,687(3) 8.3
Employee Stock Ownership Trust
3401 West End Avenue
Nashville, TN 37203
Sackett & Company................................ 308,855(4) 5.7
555 California Street
Suite 4490
San Francisco, CA 94104
Lonnie J. Stout II****........................... 134,364(5) 2.5
E. Townes Duncan**............................... 69,700(6) 1.3
Toby S. Wilt**................................... 62,000(7) 1.2
R. Gregory Lewis***.............................. 58,439(8) 1.1
Richard D. May***................................ 50,791(9) *
Dennis J. Cleary***.............................. 42,303(10) *
John L.M. Tobias**............................... 38,992(11) *
Earl Beasley, Jr.**.............................. 35,274(12) *
Garland G. Fritts**.............................. 20,000(13) *
All directors and executive officers
as a group (11 persons)........................ 534,614(14) 9.5
</TABLE>
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* Less than one percent.
** Director.
*** Named Officer.
**** Director and Named Officer.
(1) Pursuant to the rules of the Commission, shares of Common Stock which
certain persons presently have the right to acquire pursuant to the
conversion provisions of the Company's 81/4% Convertible Subordinated
Debentures Due 2003 ("Conversion Shares") are deemed outstanding for the
purpose of computing such person's percentage ownership, but are not
deemed outstanding for the purpose of computing the percentage ownership
of the other persons shown in the table. Likewise, shares subject to
options held by directors and executive officers of the Company which are
exercisable within 60 days of the Record Date are deemed outstanding for
the purpose of computing such director's or executive officer's percentage
ownership and the percentage ownership of all directors and executive
officers as a group. Unless otherwise indicated, each individual has sole
voting and dispositive power with respect to all shares shown. The number
of shares of Common Stock outstanding on the Record Date includes 5,000
shares the Company anticipates will be issued effective December 31, 1996
pursuant to the Volunteer Capital Corporation Employee Stock Purchase
Plan.
2
<PAGE> 5
(2) RCM Capital Management ("RCM") is a registered investment advisor. RCM has
sole voting power with respect to 408,200 shares and sole dispositive
power with respect to 518,100 shares. Information is based on documents
submitted to the Company by RCM.
(3) Includes 169,454 shares that have been allocated to Volunteer Capital
Corporation Employee Stock Ownership Plan (the "ESOP") participants.
Pursuant to the terms of the ESOP that govern the Volunteer Capital
Corporation Employee Stock Ownership Trust (the "Trust"), each ESOP
participant instructs SunTrust Bank, Nashville, N.A., as trustee of the
Trust (the "Trustee"), how to vote the shares allocated to his or her
account. The ESOP provides that the Trustee shall abstain from voting
allocated shares for which no written instructions are received. Shares of
the Company's Common Stock held by the ESOP but not yet allocated to the
accounts of the participants will be voted based on the percentage of
stock allocated to the participants' accounts which is voted for and
against each proposal, including in the tabulation of such percentages
only those shares as to which written voting instructions were received.
The Trustee has shared dispositive power with respect to the shares,
subject to certain provisions of the ESOP.
(4) Includes 57,183 Conversion Shares. Sackett & Company ("Sackett") is a
registered investment advisor. Information is based on documents submitted
to the Company by Sackett.
(5) Includes 103,388 shares issuable upon exercise of certain options held by
Mr. Stout and 5,219 ESOP shares allocated to Mr. Stout and held by the
Trust, as to which Mr. Stout has sole voting power and shared dispositive
power.
(6) Includes 16,000 shares issuable upon exercise of certain options held by
Mr. Duncan, 300 shares that Mr. Duncan holds as custodian for his
children, 2,400 shares that are owned by a partnership in which Mr. Duncan
and a trust for the benefit of Mr.Duncan's children are partners and
50,000 shares owned by a partnership in which Mr. Duncan is a principal.
Mr. Duncan has sole voting and dispositive power over the shares held by
the partnership. Does not include 700 shares owned by Mr. Duncan's wife.
Mr. Duncan disclaims beneficial ownership of such shares.
(7) Includes 12,000 shares issuable upon exercise of certain options held by
Mr. Wilt.
(8) Includes 39,000 shares issuable upon exercise of certain options held by
Mr. Lewis and 3,696 ESOP shares allocated to Mr. Lewis and held by the
Trust, as to which Mr. Lewis has sole voting power and shared dispositive
power.
(9) Includes 42,500 shares issuable upon exercise of certain options held by
Mr. May and 3,965 ESOP shares allocated to Mr. May and held by the Trust,
as to which Mr. May has sole voting power and shared dispositive power.
(10) Includes 35,500 shares issuable upon exercise of certain options held
by Mr. Cleary and 3,739 ESOP shares allocated to Mr. Cleary and held by
the Trust, as to which Mr. Cleary has sole voting power and shared
dispositive power.
(11) Includes 1,126 Conversion Shares, 1,000 shares owned by Mr. Tobias' wife
and 17,000 shares issuable upon exercise of certain options held by
Mr. Tobias.
(12) Includes 112 Conversion Shares, 1,332 shares that Mr. Beasley holds as
custodian for his children and 4,000 shares issuable upon exercise of
certain options held by Mr. Beasley.
(13) Includes 4,000 shares issuable upon exercise of certain options held by
Mr. Fritts.
(14) Includes 1,238 Conversion Shares, 290,054 shares issuable upon exercise of
certain options held by the directors and executive officers and 17,929
ESOP shares allocated to the executive officers and held by the Trust, as
to which such officers have sole voting power and shared dispositive
power.
3
<PAGE> 6
PROPOSAL TO APPROVE AN AMENDMENT TO THE CHARTER
TO CHANGE THE NAME OF THE COMPANY TO J. ALEXANDER'S CORPORATION
On November 21, 1996, the Company completed the sale of substantially all
of the assets of its Wendy's division. The Company's remaining operations
consist of 14 J. Alexander's restaurants located in seven states. The Company's
management is committed to the growth and long-term success of the Company
through the development of additional J. Alexander's restaurants.
The Board of Directors has approved, subject to shareholder approval, a
proposal to amend the Company's Charter to change the name of the Company to
"J. Alexander's Corporation" (the "Charter Amendment"). The Board of Directors
believes that it is in the best interest of the Company and its shareholders to
change the Company's name to more closely associate the Company with the
operations of its J. Alexander's restaurants and to reflect the Company's
commitment to the development of additional restaurants under the J.
Alexander's concept. The complete text of the Charter Amendment is set forth in
the Articles of Amendment to the Charter, a copy of which is included as
Exhibit A to this Proxy Statement. If approved, the Charter Amendment will
become effective upon filing with the Secretary of State of the State of
Tennessee, which is expected to be accomplished as promptly as practicable
after such approval is obtained.
Subject to shareholder approval of the Charter Amendment, the Board of
Directors intends to change the Company's New York Stock Exchange trading
symbol to "JAX" to reflect the change in the Company's name.
THE CHARTER AMENDMENT WILL BE APPROVED IF THE VOTES CAST IN FAVOR OF THE
CHARTER AMENDMENT EXCEED THE VOTES CAST AGAINST IT. ABSTENTIONS AND BROKER
NON-VOTES WILL NOT BE CONSIDERED IN THE VOTE. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR THE APPROVAL OF THE CHARTER AMENDMENT.
4
<PAGE> 7
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS TO BE
PRESENTED AT THE 1997 ANNUAL MEETING OF SHAREHOLDERS
Any proposal intended to be presented for action at the 1997 Annual
Meeting of Shareholders by any shareholder of the Company must have been
received by the Secretary of the Company not later than December 10, 1996, in
order for such proposal to be considered for inclusion in the Company's Proxy
Statement and proxy relating to its 1997 Annual Meeting of Shareholders.
Nothing in this paragraph shall be deemed to require the Company to include any
shareholder proposal that does not meet all of the Commission's requirements
for inclusion in effect at the time.
METHOD OF COUNTING VOTES
Unless a contrary choice is indicated, all duly executed proxies will be
voted in accordance with the instructions set forth on the back side of the
proxy card. A broker non-vote occurs when a broker holding shares registered in
street name is permitted to vote, in the broker's discretion, on routine
matters without receiving instructions from the client, but is not permitted to
vote without instructions on non-routine matters, and the broker returns a
proxy card with no vote (the "non-vote") on the non-routine matter. Under the
rules and regulations of the primary trading markets applicable to most
brokers, the Charter Amendment is a routine matter on which a broker is
permitted to vote if instructions are not received from the client in a timely
manner.
The Charter Amendment will be approved if the votes cast in favor of the
Charter Amendment exceed the votes cast against it. Abstentions and broker
non-votes will not be considered in the vote. Abstentions and broker non-votes
will be counted as present for purposes of determining the existence of a
quorum.
MISCELLANEOUS
It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, shareholders who do not expect to attend in person are
urged, regardless of the number of shares of stock owned, to date, sign and
return the enclosed proxy promptly.
Date: January 6, 1996
5
<PAGE> 8
EXHIBIT A
ARTICLES OF AMENDMENT TO THE CHARTER
OF
VOLUNTEER CAPITAL CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment (the "Articles of Amendment") to its Charter (the "Charter"):
1. Name of Corporation. The name of the corporation is Volunteer Capital
Corporation.
2. Section 1 of the Charter is hereby deleted in its entirety and replaced
with the following:
"1. The name of the corporation is J. Alexander's Corporation."
3. Adoption. These Articles of Amendment were duly adopted by the Board
of Directors and the shareholders of the corporation.
4. Effective Date. These Articles of Amendment will be effective when
filed with the Secretary of State.
Dated: February __, 1997.
VOLUNTEER CAPITAL CORPORATION
By:
--------------------------
R. Gregory Lewis
Secretary
6
<PAGE> 9
APPENDIX A
PROXY
VOLUNTEER CAPITAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON FRIDAY, FEBRUARY 7, 1997.
The undersigned hereby appoints Lonnie J. Stout II and R. Gregory Lewis, and
each of them, as proxies, with full power of substitution, to vote all shares of
the undersigned as shown below on this proxy at the Special Meeting of
Shareholders of Volunteer Capital Corporation to be held at the Company's
offices at 3401 West End Avenue, Suite 260, Nashville, Tennessee, at 8:00 a.m.,
Nashville time, on February 7, 1997, and any adjournments thereof.
IMPORTANT: Please date and sign this proxy on the reverse side.
(1) Proposal to Approve an Amendment to the Company's Charter to Change the Name
of the Company to J. Alexander's Corporation:
[ ] FOR
[ ] AGAINST
[ ] WITHHOLD AUTHORITY (ABSTAIN)
(2) In their discretion on any other matter which may properly come before said
meeting or any adjournment thereof.
Your shares will be voted in accordance with your instructions. If no choice
is specified, shares will be voted FOR the amendment to the Company's Charter.
PLEASE SIGN HERE AND RETURN PROMPTLY
-------------------------------
-------------------------------
Date: ,
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Please sign exactly as your
name appears at left. If
registered in the names of two
or more persons, each should
sign. Executors,
administrators, trustees,
guardians, attorneys, and
corporate officers should show
their full titles.
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If you have changed your address, please PRINT your new address on this line.
<PAGE> 10
APPENDIX B
VOLUNTEER CAPITAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN PARTICIPANT VOTING INSTRUCTION FORM
This Voting Instruction Form is tendered to direct SunTrust Bank, Nashville
N.A. (the "Trustee"), as Trustee of the Volunteer Capital Corporation Employee
Stock Ownership Plan (the "ESOP"), as to the manner in which all allocated
shares in the ESOP account of the undersigned (the "Voting Shares") shall be
voted at the Special Meeting of Shareholders (the "Special Meeting") to be held
at the Company's offices at 3401 West End Avenue, Suite 260, Nashville,
Tennessee, at 8:00 a.m., Nashville time, on February 7, 1997, and any
adjournments thereof.
The undersigned hereby directs the Trustee to vote all Voting Shares of the
undersigned as shown below on this Voting Instruction Form at the Special
Meeting.
IMPORTANT: Please date and sign this proxy on the reverse side
(1) Proposal to Approve an Amendment to the Company's Charter to Change the Name
of the Company to J. Alexander's Corporation:
[ ] FOR
[ ] AGAINST
[ ] WITHHOLD AUTHORITY (ABSTAIN)
(2) In the Trustee's discretion, the Trustee is entitled to act on any other
matter which may properly come before said meeting or any adjournment
thereof.
(Continued from other side)
IMPORTANT: PLEASE DATE AND SIGN THIS VOTING INSTRUCTION FORM and return it
to the Trustee of the Volunteer Capital Corporation Employee Stock Ownership
Plan, SunTrust Bank, Nashville N.A., P.O. Box 305110, Nashville, Tennessee
37230-5110.
A stamped and addressed envelope is enclosed for your convenience. YOUR
VOTING INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BY FEBRUARY 3, 1997.
Your shares will be voted by the Trustee in accordance with your
instructions. If no choice is specified, your shares will be voted FOR the
amendment to the Company's Charter.
PLEASE SIGN HERE AND RETURN PROMPTLY
-------------------------------
-------------------------------
Date: ,
------------------ -----
Please sign exactly as your
name appears at left. If
registered in the names of two
or more persons, each should
sign. Executors,
administrators, trustees,
guardians, attorneys, and
corporate officers should show
their full titles.
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If you have changed your address, please PRINT your new address on this line.
