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FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
J. ALEXANDER'S CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 62-0854056
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
P.O. Box 24300
3401 West End Avenue
Nashville, Tennessee 37203
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(Address of principal executive offices) Zip Code
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
so registered each class is registered
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Series A Junior New York Stock Exchange
Preferred Stock
Purchase Rights
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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J. Alexander's Corporation has outstanding Rights to purchase Series A
Junior Preferred Stock, which Rights are attached to all outstanding shares of
its common stock, par value $.05 per share ("Company Common Stock") . The Rights
are described in a Form 8-A filed with the SEC in 1990, and the terms of the
Rights are set out in a Rights Agreement between the Company and Sovran
Bank/Central South dated May 16, 1989, which has been assumed by SunTrust Bank,
Atlanta, N.A., as Rights Agent.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Rights Agreement was amended on February 22, 1999. The amendment
deleted the term Independent Director and removed all references to Independent
Director decision-making with regard to redemption of Rights and all other
matters, such decision-making now being vested in the Board of Directors.
The Rights Agreement was also amended on March 22, 1999. The amendment
altered the definition of "Acquiring Person" to specify that Solidus, LLC and
its affiliates shall not be or become an "Acquiring Person" as the result of its
acquisition of Company Common Stock in excess of 20% or more of Company Common
Stock outstanding, so that the Distribution Date shall not occur because of any
acquisition by Solidus or its affiliates.
The Rights expire at the close of business on May 16, 1999 unless
earlier redeemed by the Company.
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The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Rights Certificate; Amendments to Rights Agreement dated February 22, 1999 and
Amendment to Rights Agreement dated March 22, 1999, are attached hereto as
Exhibits and are incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to such Exhibits.
Item 2. EXHIBITS
1 and 2. Rights Agreement, dated May 16, 1989, between Volunteer Capital
Corporation (former name of J. Alexander's Corporation) and
Sovran Bank/Central South, including Form of Rights Certificate
(Exhibit A), Form of Summary of Rights (Exhibit B), and Articles
of Amendment to the Charter of Volunteer Capital Corporation
(Exhibit C) is hereby incorporated by reference to Exhibit 3 to
the Company's Current Report on Form 8-K, which was filed with
the Commission on May 16, 1989 (File No. 1-8766).
3 Amendment to Rights Agreement dated February 22, 1999, by and
between the Registrant and SunTrust Bank (amending Rights
Agreement dated May 16, 1989) (Exhibit 4(c) to the Registrant's
Annual Report on Form 10-K for the year ended January 3, 1999 is
incorporated herein by reference)
4 Amendment to Rights Agreement dated March 22, 1999, by and
between the Registrant and SunTrust Bank (amending Rights
Agreement dated May 16, 1989)
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(Exhibit 4(d) to the Registrant's Annual Report on Form 10-K for
the year ended January 3, 1999 is incorporated herein by
reference)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
J. ALEXANDER'S CORPORATION
By: /s/ R. Gregory Lewis
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R. Gregory Lewis
Chief Financial Officer
Date: March 23, 1999
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