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FORM 8-A/A
AMENDMENT NO. 2
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 May 6, 1999. The amendment
extended the term of the Rights Agreement by five years by changing the
definition of "Final Expiration Date" contained in Section 7(a) to "May 16,
2004". The Rights expire at the close of business on May 16, 2004 unless earlier
redeemed by the Company.
2
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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,
Amendment to Rights Agreement dated March 22, 1999 and Amendment to Rights
Agreement dated May 6, 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)
5 Amendment to Rights Agreement dated May 6, 1999, by and between
the Registrant and SunTrust Bank (amending Rights Agreement
dated May 16, 1989)
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: May 12, 1999
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EXHIBIT 5
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (the "Amendment"), between J. Alexander's Corporation, a
Tennessee corporation (the "Company"), and SunTrust Bank, Atlanta (the "Rights
Agent").
W I T N E S S E T H
WHEREAS, on May 16, 1989, the Company entered into that certain Rights
Agreement between the Company and the Rights Agent (the "Rights Agreement");
WHEREAS, the Board of Directors of the Company declared a distribution
of one Right for each outstanding share of Common Stock issued (including shares
distributed from Treasury) by the Company thereafter as well as each share of
Common Stock issued by the Company prior to the Distribution Date (as defined in
Section 3(a) of the Rights Agreement);
WHEREAS, the Rights Agreement was previously amended by the Amendments
to Rights Agreement effective February 22, 1999 and the Amendment to Rights
Agreement effective March 22, 1999;
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interest of the Company and its shareholders to further amend the
Rights Agreement as set forth in this Amendment;
WHEREAS, pursuant to Section 26, the Company and the Rights Agent, at
the direction of the Company's Board of Directors, may supplement or amend any
provision of the Rights Agreement without the approval of any holders of
certificates representing shares of the Company's Common Stock since the
Distribution Date has not yet occurred;
WHEREAS, terms used in this Amendment that are defined in the Rights
Agreement are used with the meanings ascribed to them in the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment. Effective as of the date of this Amendment, the Rights
Agreement shall be amended as follows:
Section 7 (a), which sets out the definition of "Final Expiration
Date," is amended to delete the phrase "May 16, 1999" and to substitute
therefor the phrase "May 16, 2004."
2. Effective Date. The Amendment shall become effective as of the date
hereof upon its execution and delivery by each of the parties.
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3. Rights Agreement. Except as set forth in Section 1 above, the Rights
Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers or agents all as of the
date first above written.
J. ALEXANDER'S CORPORATION
By: /s/ Lonnie J. Stout II
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Name: Lonnie J. Stout II
Title: Chairman, President & CEO
Date: May 6, 1999
SUNTRUST BANK, ATLANTA
By: /s/ Letitia A. Radford
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Name: Letitia A. Radford
Title: Vice President
Date: May 6, 1999
