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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): May 28, 1999 (May 28, 1999)
J. ALEXANDER'S CORPORATION
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(Exact name of registrant as specified in its charter)
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Tennessee 1-08766 62-0854056
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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P.O. Box 24300
3401 West End Avenue
Nashville, Tennessee 37203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 269-1900
Volunteer Capital Corporation
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On May 28, 1999, J. Alexander's Corporation (the "Company") issued a
press release stating that the Board of Directors of the Company had declined to
pursue discussions regarding a restated and contingent proposal by O'Charley's,
Inc. to purchase the Company for $5.50 per share in cash. In the press release,
the Company stated that its Board of Directors and management believe it is in
the best interest of the Company and its shareholders to continue to execute the
Company's strategic business plan and to remain an independent public company.
The press release is filed as an exhibit hereto and is incorporated by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 99.1 Press release dated May 28, 1999.
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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.
J. ALEXANDER'S CORPORATION
Date: May 28, 1999 By: /s/ R. Gregory Lewis
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R. Gregory Lewis
Vice President, Chief Financial Officer
and Secretary
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EXHIBIT INDEX
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No. Exhibit
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99.1 Press release dated May 28, 1999.
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EXHIBIT 99.1
NEWS RELEASE CONTACT: Tom Lawrence
NYSE: JAX (615-244-1818)
FOR IMMEDIATE RELEASE
J. ALEXANDER'S DECLINES TO PURSUE DISCUSSIONS
NASHVILLE, TN., May 28, 1999 - J. Alexander's Corporation said today
that its Board of Directors has declined to pursue discussions with O'Charley's
regarding a restated and contingent proposal by O'Charley's to purchase the
Company at $5.50 in cash per share of common stock contingent upon the Company
repudiating the recent transaction with Solidus, LLC and terminating its current
rights offering.
"Our Board and management strongly believe that the best way to create
value for our company and its shareholders is to remain independent and
singularly-focused on our concept. Our Board is unanimously and steadfastly
committed to implementing its strategic plan as the best way to serve its
shareholders," said Lonnie J. Stout, II, chairman, president and chief executive
officer.
For the most recent quarter, J. Alexander's reported net sales of
$19,208,000, up 9.7% from $17,512,000 achieved in the first quarter of 1998. Net
income reached $244,000, or $.04 per share, up sharply from a loss of
$1,104,000, or $.20 per share. Restaurant operating income for the first quarter
of 1999 more than doubled from the first period a year ago, while same store
sales rose nearly 4%.
J. Alexander's is a contemporary American restaurant placing a special
emphasis on food quality and professional service. The Company presently
operates 20 restaurants in eleven states.
