1 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) 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) Registrant's telephone number, including area code: (615) 269-1900 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 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 3 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 4 EXHIBIT INDEX No. Exhibit - ------------------------ -------------------------------------------------- 99 Press Release