
<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K

/X/    Annual Report Pursuant to Section l3 or l5(d) of The Securities 
       Exchange Act of l934
       For the fiscal year ended December 31, 1995.

                                     or
/ /   Transition Report pursuant to Section 13 or 15(d) of the Securities
      Exhange Act of 1934
      For the transition period from                  to
                                    ----------------    -------------------

                        Commission file number 1-8766

                        VOLUNTEER CAPITAL CORPORATION
                        -----------------------------
           (Exact name of Registrant as specified in its charter)


             Tennessee                                       62-0854056
- -----------------------------------------         ------------------------------
   (State or other jurisdiction of                        (I.R.S. Employer 
   incorporation or organization)                       Identification Number)


            P. O. Box 24300
         3401 West End Avenue
          Nashville, Tennessee                                  37203
- ----------------------------------------          ------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code 6l5/ 269-1900
                                                   -------------

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Title of Class:                                                   Name of each exchange on which registered:   
- ---------------                                                   ------------------------------------------   
<S>                                                               <C>                                          
Common stock, par value $.05 per share.                           New York Stock Exchange                      
Series A junior preferred stock purchase rights                   New York Stock Exchange                      
</TABLE>


Securities registered pursuant to Section l2(g) of the Act:    None

     Indicate by check mark whether the registrant:  (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes  X      No
    ---        ---
     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   /X/
     The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the last sales price on the New York
Stock Exchange of such stock as of March 25, 1996, was $42,267,960,  assuming
that (i) all shares beneficially held by members of the Company's Board of
Directors are shares owned by "affiliates,"  a status which each of the
directors individually disclaims and (ii) all shares held by the Trustee of the
Volunteer Capital Corporation Employee Stock Ownership Plan are shares owned by
an "affiliate."
     The number of shares of the Company's Common Stock, $.05 par value,
outstanding at March 25, 1996, was 5,276,972.

                     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1995, are incorporated by reference into Parts I and
II.
     Portions of the Proxy Statement for the 1996 Annual Meeting of
Shareholders to be held May 14, 1996, are incorporated by reference into Part
III.



<PAGE>   2


                                    PART I

ITEM 1.  BUSINESS

     Volunteer Capital Corporation (the "Company") operates 58 franchised
Wendy's Old Fashioned Hamburgers restaurants ("Wendy's Restaurants") located in
Louisiana, Massachusetts, North Carolina and South Carolina, making it a major
franchisee of Wendy's International, Inc. ("Wendy's International").  The
Company has been a franchisee of Wendy's International since 1975.  Wendy's
restaurants are quick-service, limited menu restaurants that feature hamburgers
and boneless breast of chicken sandwiches, an all-you-can-eat food bar and
complementary items.

     The Company also operates as a proprietary concept nine J. Alexander's
full-service, casual dining restaurants located in Tennessee, Ohio,
Florida, Kansas, Alabama and Illinois.  J. Alexander's is a traditional
restaurant with an American menu that features prime rib of beef;
mesquite-grilled steaks, seafood and chicken; pasta; salads and soups; assorted
sandwiches, appetizers and desserts; and a full-service bar.  Management
believes quality food, outstanding service and value are critical to the
success of J. Alexander's.

     Management intends to concentrate on development of new J. Alexander's
restaurants and may also consider use of the Company's capital resources for
acquisitions of restaurants similar to J. Alexander's.

     Unless the context requires otherwise, all references to the Company
include Volunteer Capital Corporation and its subsidiaries.

     Information concerning net sales and operating results of the Company's
Wendy's Restaurants and J. Alexander's restaurants is set forth in
"Management's Discussion and Analysis" on pages 16 through 23 of the Company's
1995 Annual Report to Shareholders.

     For information concerning business segments, see Note K on page 38 of the
Company's 1995 Annual Report to Shareholders.


                         WENDY'S RESTAURANT OPERATIONS

     Menu and Format.  Each of the Company's Wendy's Restaurants offers a
relatively standard menu.  Hamburgers are prepared using only fresh beef and
with  the customer's choice of cheese, tomato and various condiments.  Other
menu items include boneless breast of chicken sandwiches, the SuperBar (an
all-you-can-eat hot and cold food buffet), chili, french fried and baked
potatoes, prepared salads, a child's meal, Frosty Dairy Dessert, and an
assortment of soft drinks and other non-alcoholic beverages.

     Selected lower-priced menu items offered as the Super Value Menu
constitute an important part of Wendy's product offerings.  Specialty premium
sandwiches are also featured as part of certain promotions.  In addition, the
Company has continued to promote its SuperBars, which feature a double-sided
Garden Spot salad bar, a Mexican food section and an Italian-style pasta
section, as one of its primary menu offerings.

     The Company currently operates 24 Wendy's Restaurants in the greater
Greenville and Spartanburg, South Carolina/Asheville, North Carolina region; 11
restaurants in the greater Columbia, South Carolina area; seven restaurants in
the Myrtle Beach, South Carolina area; 10 restaurants in Baton Rouge, Louisiana;
and six restaurants in western Massachusetts.  At current development costs and
due to various restrictions placed upon the Company's Wendy's division as a
franchisee, the Company is having difficulty locating sites which meet its
investment criteria.  For that reason, the Company does not presently anticipate
developing any additional Wendy's restaurants in 1996. The Company anticipates
that any future development and/or acquisition of Wendy's restaurants generally
will occur in the market areas in which the Company currently operates.  The
Company believes that the clustering of Wendy's Restaurants in defined
geographic markets allows the Company to take advantage of advertising,
operating and administrative efficiencies.  The Company has no exclusive
development rights in any of its current market areas; however, it may develop
and acquire additional Wendy's restaurants, subject to the approval of Wendy's
International.



                                      2
<PAGE>   3


     Agreements with Wendy's International.  The Company and Wendy's
International have executed a separate Unit Franchise Agreement for each
Wendy's Restaurant, which grants the Company an exclusive franchise for that
Wendy's Restaurant to use the trademarks, service marks and certain other
rights of Wendy's International.  Each Unit Franchise Agreement has a 20-year
term (with varying renewal periods subject to certain conditions) and requires
the Company to pay Wendy's International an initial franchise fee for that
Wendy's Restaurant and a monthly fee equal to 4% of the restaurant's gross
sales.  Additionally, the Company must spend an amount equal to 4% of the sales
of each restaurant for advertising and promotion, which includes the current
2.5% contribution to a national cooperative advertising fund.

     Under the terms of the Unit Franchise Agreements, Wendy's International
agrees to provide certain ongoing services to the Company, including training
programs, operations manuals and standard building plans and specifications.
Wendy's International has the right to supervise, determine and approve the
quality of service and food preparation at the Company's Wendy's Restaurants,
which it periodically inspects for compliance with Wendy's established
operating standards.  Any continuing material noncompliance with these
standards gives Wendy's International the right to terminate the Unit Franchise
Agreement for that restaurant.  The Company has never received any such notice
from Wendy's International with respect to restaurants it operates.
Termination of any single Unit Franchise Agreement would not affect the
Company's rights under other Unit Franchise Agreements for its Wendy's
Restaurants.

     The Company has agreed with Wendy's International that any proposed sale
or transfer which would reduce the Company's direct or indirect ownership of
its Wendy's Restaurants to less than 51% is subject to a right of  first
refusal or, in certain circumstances, consent, by Wendy's International.  In
addition, any sale, transfer, assignment or encumbrance of a Unit Franchise
Agreement requires the prior written consent of  Wendy's International.  The
Company has also granted to Wendy's International a right of first refusal or,
in certain circumstances, consent, in the event that the Company receives an
acceptable bona fide offer from a third party to acquire the Company's business
through an exchange offer, merger, share exchange, sale of assets or other
transaction of similar effect.  These agreements, under certain circumstances,
may discourage a third party from acquiring or attempting to acquire the
Company.

                     J. ALEXANDER'S RESTAURANT OPERATIONS

     General.  J. Alexander's is a quality casual dinner house with an American
theme.  J. Alexander's strategy is to provide a broad range of high-quality
menu items that are intended to appeal to a wide range of consumer tastes and
are served by a courteous, friendly and well-trained service staff.  The
Company believes that quality food, outstanding service and value are critical
to the success of J. Alexander's.

     Each restaurant is open from 11:00 a.m. to 11:00 p.m. Sunday through
Thursday and 11:00 a.m. to 12:00 midnight on Friday and Saturday.  Entrees
available at lunch and dinner range in price from $5.75 to $24.95.  The Company
estimates that the average check per customer, excluding alcoholic beverages, is
approximately $12.75. J. Alexander's net sales during fiscal 1995 were $25.6
million, of which alcoholic beverage sales accounted for approximately 15%.

     The Company opened its first J. Alexander's restaurant in Nashville,
Tennessee in May 1991.  Since that time, the following restaurants have been
developed:


<TABLE>
<CAPTION>
                    Location                    Date Opened
                    --------                    -----------
                    <S>                      <C>
                    Franklin, Tennessee      September, 1992
                    Dayton, Ohio              December, 1992
                    Columbus, Ohio               April, 1994
                    Oak Brook, Illinois        October, 1994
                    Ft. Lauderdale, Florida   February, 1995
                    Hoover, Alabama             August, 1995
                    Toledo, Ohio              November, 1995
                    Overland Park, Kansas     December, 1995
</TABLE>


The Company plans to open five J. Alexander's restaurants in 1996, four of
which are currently being developed in Cleveland, Ohio; Plantation, Florida;
Chattanooga, Tennessee; and Troy, Michigan, a leased location.  The Cleveland
restaurant is scheduled to open in the second quarter of 1996, with the
remaining three restaurants scheduled for third quarter openings.  A fifth new
restaurant is expected to open before year-end along with a smaller test
version of J. Alexander's which serves dinner only.



                                      3
<PAGE>   4
     Menu.  The J. Alexander's menu is designed to appeal to a wide variety of
tastes and features prime rib of beef; mesquite-grilled steaks, seafood and
chicken; pasta; salads and soups; and assorted sandwiches, appetizers and
desserts.  As a part of the Company's commitment to quality, soups, pasta
sauces, salsa, salad dressings and desserts are made daily from scratch;
steaks, chicken and seafood are grilled over genuine mesquite wood; all steaks
are U.S.D.A. Choice Beef, aged a minimum of 21 days and cut by hand in the
kitchen; and imported Italian pasta, topped with fresh grated imported Reggiano
Grassi parmesan cheese, is used.

     Emphasis on quality is present throughout the entire J. Alexander's menu.
Milkshakes are made from Haagen-Dazs ice cream, with flavoring being the only
addition.  Desserts such as chocolate cake, carrot cake and banana cream pie
are prepared in-house, and each restaurant bakes its featured croissants.  Each
J. Alexander's also makes its own tortilla chips and prepares fresh tortilla
strips and baked croutons for its salads.

     Customer Service.  Management believes that prompt, courteous and
efficient service is an integral part of the J. Alexander's concept.  The
management staff of each restaurant are referred to as "coaches" and the other
employees as "champions".  The Company seeks to hire coaches who are committed
to the principle that quality products and service are key factors to success
in the restaurant industry.  Each J. Alexander's restaurant typically employs
five to six fully-trained concept coaches and two kitchen coaches.  The coaches
typically have previous experience in full-service restaurants and complete an
intensive 18-week J. Alexander's development program involving all aspects of
restaurant operations.  Coaches for each new J. Alexander's restaurant also
train at an existing restaurant prior to the opening of a new J. Alexander's.

     Each J. Alexander's has approximately 55 to 70 service personnel, 25 to 30
kitchen employees, 10 hostpersons and six to eight bartenders.  The Company
places significant emphasis on its initial training program.  In addition, the
coaches hold training breakfasts for the service staff to further enhance their
product knowledge.  Management believes J. Alexander's restaurants have a low
table to server ratio, which is designed to provide better, more attentive
service.  The Company is committed to employee empowerment, and each member of
the service staff is authorized to provide complimentary entrees in the event
that a guest has an unsatisfactory dining experience or the food quality is not
up to the Company's standards.  Further, all members of the service staff are
trained to know the Company's product specifications and to alert management as
to any potential problems.

     Quality Assurance.  A key position in each J. Alexander's restaurant is
the quality control coordinator.  This position is staffed by a coach who
inspects each plate of food before it is served to a guest.  The Company
believes that this product inspection by a member of management is a
significant key to maintaining consistent, high food quality in its
restaurants.

     Another important component of the quality assurance system is the
preparation of taste plates.  Certain menu items are periodically taste-tested
by a coach to ensure that only the highest quality food is served in the
restaurant.  The Company also uses a mystery shopper program to monitor service
staff performance, food quality and customer satisfaction.

     Restaurant and Site Selection.  The J. Alexander's restaurants built
from 1992 through 1995 are freestanding structures that contain approximately
7,400 square feet and seat approximately 230 people.  The exterior typically
combines brick, fieldstone and copper with striped awnings covering the windows
and entrance.  The restaurants' interiors are designed to provide a comfortable
dining experience and feature high ceilings, wooden trusses with exposed pipes
and an open kitchen immediately adjacent to the reception area.  The initial
cost of developing the J. Alexander's restaurants, including land, building and
equipment and excluding pre-opening costs, has ranged from approximately
$2,300,000 to $3,900,000.  While the cost of land has been a significant
variable in development cost, costs related to site preparation and buildings
have also varied considerably.  Management is presently developing additional
building images for J. Alexander's and expects that the cost of additional new
units, including the cost of land, will be within the range of $3,000,000 to
$3,800,000.  Pre-opening costs are expected to be approximately $250,000 for
each restaurant.

     The Company is actively seeking to acquire additional sites for new J.
Alexander's restaurants primarily in the midwestern and the southeastern areas
of the United States.  The timing of restaurant openings depends upon the
selection and availability of suitable sites and other factors.  The Company
has no current plans to franchise J. Alexander's restaurants.



                                      4



<PAGE>   5


     The Company believes that its ability to select high profile restaurant
sites is critical to the success of the J. Alexander's operations.  The Company
employs a Director of Real Estate and a Manager of Real Estate whose primary
responsibilities are to seek out and evaluate possible restaurant locations in
attractive mid-sized and larger metropolitan areas.  After preliminary site
analysis is performed and evaluated, members of the Company's senior management
team visit the proposed location and evaluate the particular site and the
surrounding area.  The Company analyzes a variety of factors in the site
selection process, including local market demographics, the number, type and
success of competing restaurants in the immediate and surrounding area and
accessibility to and visibility from major thoroughfares.  The Company also
obtains an independent market analysis to verify its own conclusion that a
potential restaurant site meets the Company's criteria.  The Company believes
that this site selection strategy results in quality restaurant locations.

                                  COMPETITION

     The restaurant industry is highly competitive.  The Company believes that
the principal competitive factors within the industry are site location,
product quality, service and price; however, menu variety, attractiveness of
facilities and customer recognition are also important factors.  The Company's
restaurants compete not only with numerous other quick-service and casual
dining restaurants with national or regional images, but also with other types
of food service operations in the vicinity of each of the Company's
restaurants.  These include other restaurant chains or franchise operations
with greater public recognition, substantially greater financial resources and
higher total sales volume than the Company.  The restaurant business is often
affected by changes in consumer tastes, national, regional or local economic
conditions, demographic trends, traffic patterns and the type, number and
location of competing restaurants.

                                 SEASONALITY

     The business of the Company is moderately seasonal, primarily to the
extent that sales and operating profits in the Wendy's Restaurants have
traditionally been lower in the winter months (most notably January and
February) than in other months.  The Company's seven Wendy's restaurants in
Myrtle Beach, South Carolina have historically experienced a significant
increase in sales and operating profits during the months of June, July and
August, and lower sales and operating profits during the fall and winter
months, principally as a result of seasonal tourist traffic.

                                   PERSONNEL

     As of December 31, 1995, the Company employed approximately 2,900 persons.
The Company believes that its employee relations are good.  It is not a party
to any collective bargaining agreements.


                             GOVERNMENT REGULATION

     Each of the Company's restaurants is subject to various federal, state and
local laws, regulations and administrative practices relating to the sale of
food and, in the case of J. Alexander's, alcoholic beverages, and sanitation,
fire and building codes.  Restaurant operating costs are also affected by other
governmental actions that are beyond the Company's control, which may include
increases in the minimum hourly wage requirements, workers' compensation
insurance rates and unemployment and other taxes.  Difficulties or failures in
obtaining the required licenses or approvals could delay or prevent the opening
of a new restaurant.

     Alcoholic beverage control regulations require each of the Company's J.
Alexander's restaurants to apply for and obtain from state authorities a license
or permit to sell liquor on the premises and, in some states, to provide service
for extended hours and on Sundays.  Typically, licenses must be renewed annually
and may be revoked or suspended for cause at any time. The failure of any
restaurant to obtain  or retain any required liquor licenses would adversely
affect the restaurant's operations.  In certain states, the Company may be
subject to "dram-shop" statutes, which generally provide a person injured by an
intoxicated person the right to recover damages from the establishment which
wrongfully served alcoholic beverages to the intoxicated person.  The Company
carries liquor liability coverage as part of its comprehensive general liability
insurance.



                                      5

<PAGE>   6

     The Americans with Disabilities Act ("ADA") prohibits discrimination on
the basis of disability in public accommodations and employment.  The ADA
became effective as to public accommodations in January 1992 and as to
employment in July 1992.  Construction and remodeling projects since January
1992 have taken into account the requirements of the ADA; however, the Company
could be required to further modify its restaurants' physical facilities to
comply with the provisions of the ADA.

                                  RISK FACTORS

     In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is including the following
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in forward
looking statements of the Company made by, or on behalf of, the Company.

      Risks Associated with Growth.  The Company's continued growth depends to
a large extent on its ability to open new J. Alexander's restaurants and to
operate them profitably, which will depend on a number of factors, including the
selection and availability of suitable locations, the hiring and training of
sufficiently skilled management and other personnel and other factors, some of
which are beyond the control of the Company.  There can be no assurance that the
Company will be able to open the anticipated number of J. Alexander's in a
timely manner or that, if opened, those restaurants can be operated profitably. 
The Company currently operates nine J. Alexander's restaurants, of which only
five have been open for more than one year.  Consequently, the earnings achieved
to date by these J. Alexander's restaurants may not be indicative of future
operating results.  Furthermore, because of the Company's relatively small J.
Alexander's restaurant base, an unsuccessful new restaurant could have a more
adverse effect on the Company's results of operations than would be the case in
a restaurant company with a greater number of restaurants.

     Franchisee Relationship with Wendy's International.  As a franchisee of
Wendy's International, the success of the Company is, in large part, dependent
upon the overall success of the Wendy's restaurant system, including the
financial condition, management and marketing success of Wendy's International
and the successful operation of Wendy's restaurants owned by other franchisees.
Significant matters relating to the Company's growth and operational
strategies must be coordinated with, and approved by, Wendy's International.
In particular, Wendy's International must approve the opening by the Company of
any new Wendy's restaurant.  Under its franchise agreements with Wendy's
International, the Company does not have exclusive development rights in its
market areas.  Wendy's International also maintains discretion over the menu
items that may be offered in the Company's restaurants.  By virtue of franchise
and other agreements, the Company is required to pay to Wendy's International
technical assistance fees upon the opening of new restaurants and monthly
royalty and national advertising fees.  These agreements also provide for the
termination of the Company as a franchisee upon the failure of the Company to
comply with certain restrictions and obligations imposed on the Company.

     The Company has agreed with Wendy's International that any proposed sale
or transfer which would reduce the Company's direct or indirect ownership of
its Wendy's restaurants to less than 51% is subject to a right of first refusal
or, in certain circumstances, consent, by Wendy's International.  In addition,
any sale, transfer, assignment or encumbrance of an individual restaurant's
Unit Franchise Agreement requires the prior written consent of Wendy's
International.  The Company has also granted to Wendy's International a right
of first refusal or, in certain circumstances, consent, in the event that the
Company receives an acceptable bona fide offer from a third party to acquire
the Company's business through an exchange offer, merger, share exchange, sale
of assets or other transaction of similar effect.

     Competition.  The restaurant industry is intensely competitive with
respect to price, service, location and food quality, and there are many
well-established competitors with substantially greater financial and other
resources than the Company.  Some of the Company's competitors have been in
existence for a substantially longer period than the Company and may be better
established in the markets where the Company's restaurants are or may be
located.  The restaurant business is often affected by changes in consumer
tastes, national, regional or local economic conditions, demographic trends,
traffic patterns and the type, number and location of competing restaurants.


                                      6
<PAGE>   7


     Over most of the last two years, the Company's Wendy's division has been
experiencing intense pressure as a result of the competition among the four big
hamburger fast food chains (McDonald's, Burger King, Wendy's, and Hardee's).
This competition has been reflected not only in the advertising campaigns of
each chain, but also in significant price discounting.  Because the Company's
Wendy's division still accounts for a significant portion of the Company's
revenues, the competitive pressures in the fast food industry can be expected to
continue to have an impact on the Company's results of operations.

     Fluctuations in Quarterly Results.  The Company's quarterly results of
operations are affected by seasonality in the Company's business, timing of the
opening of new J. Alexander's and Wendy's restaurants, and fluctuations in the
cost of food, labor, employee benefits, and similar costs over which the Company
has limited or no control.  The Company's business may also be affected by
inflation.  In the past, management has attempted to anticipate and avoid
material adverse effects on the Company's profitability from increasing costs
through its purchasing practices and menu price adjustments, but there can be
no assurance that it will be able to do so in the future.

     Government Regulation.  The restaurant industry is subject to extensive
state and local government regulation relating to the sale of food and
alcoholic beverages, and sanitation, fire and building codes.  Termination of
the liquor license for any J. Alexander's restaurant would adversely affect the
revenues for the restaurant.  Restaurant operating costs are also affected by
other government actions that are beyond the Company's control, which may
include increases in the minimum hourly wage requirements, workers'
compensation insurance rates and unemployment and other taxes.  Implementation
of mandatory health care coverage could adversely affect the Company's
operations.  Difficulties or failure in obtaining required licensing or other
regulatory approvals could delay or prevent the opening of a new J. Alexander's
or Wendy's restaurant.  The suspension of, or inability to renew, a license
could interrupt operations at an existing restaurant, and the inability to
retain or renew such licenses would adversely affect the operations of the new
restaurants.

ITEM 2.  PROPERTIES

     As of December 31, 1995, the Company had 58 Wendy's Restaurants in
operation, nine J. Alexander's casual dining restaurants in operation and two
J. Alexander's restaurants under construction.  The following table gives the
locations of, and describes the Company's interest in, the land and buildings
used in connection with the above:



<TABLE>
<CAPTION>
                                              Site Leased
                          Site and Building   and Building      Site and Building
                            Owned by the      Owned by the       Leased to the
                               Company          Company             Company           Total
 <S>                           <C>              <C>                <C>              <C>
 Wendy's Restaurants:
   Louisiana                      9                1                   0               10
   Massachusetts                  5                0                   1                6
   North Carolina                 1                1                   3                5
   South Carolina                 7                6                  24               37
                               ----             ----               -----            -----
                                 22                8                  28               58  

J. Alexander's Restaurants:
   Alabama                        1                0                   0                1    
   Florida                        1                1                   0                2    
   Illinois                       1                0                   0                1    
   Kansas                         1                0                   0                1    
   Ohio                           3                1                   0                4    
   Tennessee                      1                0                   1                2    
                               ----             ----               -----            -----    
                                  8                2                   1               11    
                               ----             ----               -----            -----    
   Total                         30               10                  29               69    
                               ====             ====               =====            =====
</TABLE>


(a)  Certain of the Company's assets have been pledged as collateral
     under various debt agreements as detailed in  "Note C - Long-Term Debt and 
     Obligations Under Capital Leases" of the Company's 1995 Annual Report to
     Shareholders.
(b)  In addition to the above, the Company leases six properties which
     are in turn leased to others.
(c)  See Item 1. for additional information concerning the Company's 
     restaurants.



                                      7
<PAGE>   8



    Substantially all of the Company's restaurant lease agreements may be
renewed at the end of the initial term (generally 15 to 25 years) for periods
ranging from five to 20 years.  Most of these leases provide for minimum rentals
plus additional rent based on a percentage of the restaurant's gross sales in
excess of specified amounts.  These leases usually require the Company to pay
all real estate taxes, insurance premiums and maintenance expenses with respect
to the leased premises, except that in some of the Company's more recent leases
a portion of such expenses will be credited against any additional rent based on
a percentage of gross sales which may be due.

    Corporate offices for the Company are located in leased office space in
Nashville, Tennessee.  The Company leases offices in Greenville and Columbia,
South Carolina; and Baton Rouge, Louisiana, from which administrative services
are provided for the Company's Wendy's Restaurants in those market areas.

ITEM 3.  LEGAL PROCEEDINGS

    As of March 25, 1996, the Company was not a party to any pending legal
proceedings material to its business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth
quarter of 1995.

EXECUTIVE OFFICERS OF THE COMPANY

     The following list includes names and ages of all of the executive
officers of the Company indicating all positions and offices with the Company
held by each such person and each such person's principal occupations or
employment during the past five years.  All such persons have been appointed to
serve until the next annual appointment of officers and until their successors
are appointed, or until their earlier resignation or removal.

<TABLE>
<CAPTION>
Name and Age                            Background Information
- ------------                            ----------------------
<S>                                     <C>
Dennis J. Cleary, 39                    Vice President of Total Quality Management, Inc., a
                                        wholly-owned subsidiary of the Company, since January 1991; 
                                        Vice President of the Company since July 1993.  Management Partner 
                                        of Grady's, Inc., a full-service, casual dining restaurant chain from 
                                        1982 to December 1990.

R. Gregory Lewis, 43                    Chief Financial Officer since July 1986; Vice President of Finance and 
                                        Secretary since August 1984.

Richard D. May, 43                      President of VCE Restaurants, Inc., a wholly-owned subsidiary of the Company,  since 
                                        October 1989; Vice President of the Company since October 1986.

Mark A. Parkey, 33                      Director of Finance and Administration of the Company since January 1993; Audit Manager 
                                        with Steele, Carter and Martin, a public accounting firm, from June 1991 to January 1993; 
                                        Audit Manager with Ernst & Young LLP, a public accounting firm, from July 1984 to June 1991.

Lonnie J. Stout II, 49                  Chairman since July 1990; Director, President and Chief Executive Officer since May 1986.
</TABLE>




                                      8
<PAGE>   9

                                   PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     The information required under this item is incorporated by reference to
the section entitled "Price Range of Common Stock" on page 43 and the Note to
the "Five-Year Financial Summary" on page 41 of the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1995.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required under this item is incorporated by reference to
the section entitled "Five-Year Financial Summary" on page 41 of the Company s
Annual Report to Shareholders for the fiscal year ended December 31, 1995.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     The information required under this item is incorporated by reference to
the section entitled "Management's Discussion and Analysis" on pages 16 through
23 of the Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1995.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required under this item is incorporated by reference to
the "Consolidated Financial Statements" of the Company and its subsidiaries on
pages 24 through 38 and the "Quarterly Results of Operations" on page 40 of the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1995.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required under this item with respect to directors of the
Company is incorporated herein by reference to the "Proposal No. 1: Election of
Directors" section and the "Compliance with Section 16(a) of the Securities
Exchange Act of 1934" section of the Company's Proxy Statement for the 1996
Annual Meeting of Shareholders to be held May 14, 1996.  (See also "Executive
Officers of the Company" under Part I of this Form 10-K.)

ITEM 11.  EXECUTIVE COMPENSATION

     The information required under this item is incorporated herein by
reference to the "Executive Compensation" section of the Company's Proxy
Statement for the 1996 Annual Meeting of Shareholders to be held May 14, 1996.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required under this item is incorporated herein by
reference to the "Security Ownership of Certain Beneficial Owners and
Management" section of the Company's Proxy Statement for the 1996 Annual
Meeting of Shareholders to be held May 14, 1996.



                                      9


<PAGE>   10


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required under this item is incorporated herein by
reference to the "Certain Relationships and Related Transactions" section of
the Company's Proxy Statement for the 1996 Annual Meeting of Shareholders to be
held May 14, 1996.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
<S>                 <C>
(a) (1) and (2)     The information required under Item 14, subsections (a)(1) and (a)(2) is set forth in a supplement filed
                    as part of this  report beginning on page F-1.

(a) (3)  Exhibits:

    (3)(a)          Charter as currently in effect (Exhibit 3(a) of the Registrant's Report on Form 10-K for the year ended December
                    30, 1990, is incorporated herein by reference).

    (3)(b)          Bylaws as currently in effect (Exhibit 3(b) of the Registrant's Report on Form 10-K for the year ended December
                    30, 1990, is incorporated herein by reference).

    (4)(a)          Form of Indenture dated as of May 19, 1983, between the Registrant and First American National Bank of  
                    Nashville, Trustee (Exhibit 4 of the Registrant's quarterly report on Form 10-Q for the quarter ended June 30,
                    1983, is incorporated herein by reference).

    (4)(b)          Rights Agreement dated May 16, 1989, by and between Registrant and NationsBank (formerly Sovran Bank/Central
                    South) including Form of Rights Certificate and Summary of Rights (Exhibit 3 to the Report on Form 8-K dated 
                    May 16, 1989, is incorporated herein by reference).

   (10)(a)          Form of Unit Franchise Agreement with Wendy's International, Inc. and Volunteer Quality Foods, Inc., Volunteer
                    Louisiana, Inc. and Wendy's of South Carolina, Inc., respectively (Exhibit 13(a)-7 to Registration No. 2-61076
                    is incorporated herein by reference).

   (10)(b)          Agreement between Registrant and Wendy's International, Inc.  dated June 30, 1976 (Exhibit 5 to the Registrant's
                    Report on Form 8-K dated August 1976 is incorporated herein by reference).

   (10)(c)          Purchase Agreement between Registrant and Wendy's International, Inc. dated November 30,1982 (Exhibit 2(a) to 
                    the Registrant's Report on Form 8-K filed as of December 30, 1982, is incorporated herein by reference).

   (10)(d)          Lease  dated  December 30, 1988, by and  between   Calendar  Court  Corporation  and  Volunteer Capital East, 
                    Inc. (Exhibit 10(p) of the Registrant's Report on Form 10-K for the year ended January 1, 1989, is incorporated
                    herein by reference).

   (10)(e)          Asset Purchase Agreement dated May 16, 1989, between Registrant, RTM Winners, L.P. and Winners Corp. of 
                    Georgia, Inc. (Appendix A of the Registrant's Proxy Statement for Special Meeting of Shareholders, August 18, 
                    1989, is incorporated herein by reference).

   (10)(f)          Employee Stock Ownership Plan (Exhibit 1 to the Registrant's Report on Form 8-K dated June 25, 1992, is 
                    incorporated herein by reference).

   (10)(g)          Employee Stock Ownership Trust Agreement dated June 25, 1992 between Registrant and Third National Bank in
                    Nashville.  (Exhibit 2 to the Registrant's Report on Form 8-K dated June 25, 1992, is incorporated herein by 
                    reference).

   (10)(h)          Secured Promissory Note dated June 25, 1992 from the Volunteer Capital Corporation Employee Stock Ownership 
                    Trust to Registrant (Exhibit 4 to the Registrant's Report on Form 8-K dated June 25, 1992, is incorporated 
                    herein by reference).


</TABLE>


                                      10
<PAGE>   11


<TABLE>
   <S>         <C>

   (10)(i)     Pledge and Security Agreement dated June 25, 1992, by and between Registrant and Third National Bank in Nashville
               as the Trustee for the Volunteer Capital Corporation Employee Stock Ownership Trust (Exhibit 5 to the Registrant's 
               Report on Form 8-K dated June 25, 1992, is incorporated herein by reference).

   (10)(j)     $30,000,000 Loan Agreement dated August 29, 1995 by and between Volunteer Capital Corporation, VCE Restaurants,
               Inc., Total Quality Management, Inc. and NationsBank of Tennessee, N.A.

   (10)(k)     $30,000,000 Line of Credit note dated August 29, 1995 by and between Volunteer Capital Corporation, VCE Restaurants,
               Inc., Total Quality Management, Inc. and NationsBank of Tennessee, N.A.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

   (10)(l)     Written description of Salary Continuation Plan (description of Salary Continuation Plan included in the 
               Registrant's Proxy Statement for Annual Meeting of Shareholders, May 10, 1994, is incorporated herein by reference).

   (10)(m)     Form of Severance Benefits Agreement between the Registrant and Messrs. Stout, Lewis and May  (exhibit (10)(j) of 
               the Registrant's Report on Form 10-K for the year ended December 31, 1989, is  incorporated herein by reference).

   (10)(n)     1982 Incentive Stock Option Plan (incorporated by reference to pages B-1 through B-6 of Registration Statement No. 
               2-78140).

   (10)(o)     Amended and restated 1982 Employee Stock Purchase Plan (incorporated by reference from the Registrant's Current 
               Report on Form 8-K filed March 29, 1996).

   (10)(p)     1985 Stock Option Plan (incorporated by reference to pages 15 through 20 of the Registrant's Proxy Statement for 
               Annual Meeting of Shareholders, May 8, 1985, and Exhibit A to the Registrant's Proxy Statement for Annual Meeting 
               of Shareholders, May 11, 1993.)

   (10)(q)     1990 Stock Option Plan for Outside Directors (Exhibit A of the Registrant's Proxy Statement for Annual Meeting of 
               Shareholders, May 8, 1990, is incorporated herein by reference).

   (10)(r)     1994 Employee Stock Incentive Plan (incorporated by reference to Exhibit 4(c) of Registration Statement
               No. 33-77476).

   (11)        Statement regarding computation of per share earnings.

   (13)        Annual Report to Shareholders of Volunteer Capital Corporation for the year ended December 31, 1995 (furnished for
               the information of the Commission only and not deemed "filed" as part of this Report on Form 10-K except for those 
               portions which are specifically incorporated herein by reference).

   (21)        List of subsidiaries of Registrant.

   (23)        Consent of Independent Auditors.

</TABLE>

(b)  Reports on Form 8-K:

     The Company did not file any reports on Form 8-K during the last quarter
of the period covered by this report.

(c)  Exhibits -- The response to this portion of Item 14 is submitted as a
     separate section of this report.

(d)  Financial Statement Schedules - The response to this portion of Item 14 is
     submitted as a separate section of this report.


                                      11
<PAGE>   12


                                   SIGNATURES

        Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                            VOLUNTEER CAPITAL CORPORATION


Date:   3/27/96             By:  /s/Lonnie J. Stout II
                                 -----------------------------------------------
                                 Lonnie J. Stout II
                                 Chairman, President and Chief Executive Officer


        Pursuant to the requirements of the Securities Exchange Act of l934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          Name                                                Capacity                              Date
- ---------------------------               ----------------------------------------------        ------------
<S>                                       <C>                                                     <C>
/s/Lonnie J. Stout II                     Chairman, President, Chief Executive Officer            3/27/96
- ----------------------------                and Director                                        ------------
   Lonnie J. Stout II                          

/s/R. Gregory Lewis                       Vice President and Chief Financial Officer              3/27/96
- ----------------------------                (Principal Financial Officer)                       ------------
   R. Gregory Lewis                         

/s/Mark A. Parkey                         Director of Finance and Administration                  3/27/96
- ----------------------------                (Principal Accounting Officer)                      ------------
   Mark A. Parkey                           


 /s/Earl Beasley, Jr.                     Director                                                3/26/96
- ----------------------------                                                                    ------------
   Earl Beasley, Jr.

/s/E. Townes Duncan                       Director                                                3/26/96
- ----------------------------                                                                    ------------
   E. Townes Duncan

 /s/Garland G. Fritts                     Director                                                3/26/96
- ----------------------------                                                                    ------------
    Garland G. Fritts

/s/ John L.M. Tobias                      Director                                                3/26/96
- ----------------------------                                                                    ------------
    John L.M. Tobias

/s/Toby S. Wilt                           Director                                                3/26/96
- ----------------------------                                                                    ------------
   Toby S. Wilt
</TABLE>




                                      12
<PAGE>   13





                           ANNUAL REPORT ON FORM 10-K

                       ITEM 14(a)(l) AND (2), (c) AND (d)

        INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                         FINANCIAL STATEMENT SCHEDULES

                                CERTAIN EXHIBITS

                      FISCAL YEAR ENDED DECEMBER 31, 1995

                 VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES

                              NASHVILLE, TENNESSEE





                                      13
<PAGE>   14


FORM 10-K--ITEM 14(A)(1) AND (2)

VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES

INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES



The following consolidated financial statements of Volunteer Capital
Corporation and subsidiaries, included in the annual report of the registrant
to its shareholders for the fiscal year ended December 31, 1995, are
incorporated by reference in Item 8:

     Consolidated statements of income--Years ended December 31, 1995, January
       1, 1995 and January 2, 1994

     Consolidated balance sheets--December 31, 1995 and January 1, 1995

     Consolidated statements of cash flows--Years ended December 31, 1995,
       January 1, 1995 and January 2, 1994

     Consolidated statements of stockholders equity--Years ended December 31,
       1995, January 1, 1995 and January 2, 1994

     Notes to consolidated financial statements

The following consolidated financial statement schedule of Volunteer Capital
Corporation and subsidiaries is included in Item l4(d):

     Schedule II - Valuation and qualifying accounts

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.


                                      14

<PAGE>   15


SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES




<TABLE>
<CAPTION>
                      COL. A                        COL. B                 COL. C                    COL. D         COL. E
- ------------------------------------------------   ----------     -----------------------------     ------------   ----------
                                                                           Additions


                                                   Balance at     Charged to       Charged to                        Balance
                                                   Beginning       Costs and     Other Accounts      Deductions-      at End
                  Description                      of Period       Expenses        Describe            Describe      of Period
- ------------------------------------------------   ----------     ----------    ---------------     -----------    ------------
<S>                                                 <C>                                               <C>             <C>
Year ended December 31, 1995:                                   
   Valuation allowance for deferred tax assets....  $3,071,000                                        $3,071,000 (1)  $        0
                                                                                        
Year ended January 1, 1995:                                                             
   Valuation allowance for deferred tax assets....  $5,730,000                                        $2,659,000 (2)  $3,071,000
                                                                                        
Year ended January 2, 1994:                                                            
   Valuation allowance for deferred tax assets....  $8,178,000                                        $2,448,000 (3)  $5,730,000
</TABLE>                                                        




(1)   Includes a $2,085,000 reduction in the beginning of the year valuation
      allowance reflecting a change in circumstances which resulted in a 
      judgement that a corresponding amount of the Company's deferred tax assets
      will be realized in future years.  The remainder of the reduction results
      primarily from changes in the deferred tax items.

(2)   Includes a $2,100,000 reduction in the beginning of the year valuation
      allowance reflecting a change in circumstances which resulted in a 
      judgement that a corresponding amount of the Company's deferred tax assets
      will be realized in future years.  The remainder of the reduction results
      primarily from changes in the deferred tax items.

(3)   Includes a $1,500,000 reduction in the beginning of the year valuation
      allowance reflecting a change in circumstances which resulted in a
      judgement that a corresponding amount of the Company's deferred tax assets
      will be realized in future years.  The remainder of the reduction results
      primarily from changes in the deferred tax items.










                                      15

<PAGE>   16

                         VOLUNTEER CAPITAL CORPORATION

                                 EXHIBIT INDEX





<TABLE>
<CAPTION>
                                                                               
Reference Number                                                               
per Item 601 of                                                                
Regulation S-K        Description                                              
- ----------------      -----------
   <S>                <C>                                                      
   (11)               Statement regarding computation of per share             
                      earnings.                                                
                                                                               
                                                                               
   (13)               Portions of Annual Report to Shareholders of Volunteer 
                      Capital Corporation for the year ended                   
                      December 31, 1995 (furnished for the                     
                      information of the Commission only and not               
                      deemed "filed" as part of this Report on                 
                      Form 10-K except for those portions which are            
                      specifically incorporated herein by reference).          
                                                                               
   (21)               List of subsidiaries of Registrant.                      
                                                                               
   (23)               Consent of Ernst & Young LLP, independent auditors.    
                                                                             
   (27)               Financial Data Schedule (for SEC use only).            


</TABLE>























                                      16

