
<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1999
                         REGISTRATION NO. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           J. ALEXANDER'S CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                    <C>                                   <C>
           TENNESSEE                               5812                               62-0854056
  (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL                (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)         CLASSIFICATION CODE NO.)                  IDENTIFICATION NO.)

          P.O. BOX 24300                                                             R. GREGORY LEWIS
       3401 WEST END AVENUE                                                           P.O. BOX 24300
    NASHVILLE, TENNESSEE 37203                                                     3401 WEST END AVENUE
          (615) 269-1900                                                        NASHVILLE, TENNESSEE 37203
(ADDRESS, INCLUDING ZIP CODE, AND                  Copy to:                           (615) 269-1900
   TELEPHONE NUMBER, INCLUDING              F. MITCHELL WALKER, JR.         (NAME, ADDRESS, INCLUDING ZIP CODE,
    AREA CODE, OF REGISTRANT'S              BASS, BERRY & SIMS PLC           AND TELEPHONE NUMBER, INCLUDING
   PRINCIPAL EXECUTIVE OFFICES)            2700 FIRST AMERICAN CENTER        AREA CODE, OF AGENT FOR SERVICE)
                                           NASHVILLE, TENNESSEE 37238
                                                (615) 742-6200
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after effectiveness of the Registration Statement.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box.  [ ]

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                                            PROPOSED
                                                               AMOUNT        MAXIMUM       PROPOSED MAXIMUM
                                                               TO BE      OFFERING PRICE   AGGREGATE OFFERING      AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED           REGISTERED     PER SHARE           PRICE           REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>              <C>                  <C> 
Common Stock, $.05 par value per share (1).................. 1,086,267        $3.75           $4,073,501             $1,133
================================================================================================================================
</TABLE>
(1)  Maximum number of shares of J. Alexander's Corporation's common stock to be
     sold to holders of common stock in this rights offering. Common stock
     includes associated rights to purchase Series A Junior Preferred Stock, no
     par value, which are issued for no additional consideration; no additional
     registration fee is required.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.


<PAGE>   2



The information in this prospectus is not complete and may be changed. The
Company may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell, and it is not soliciting an offer to buy, these securities in
any state where the offer or sale is not permitted.


                        1,086,267 SHARES OF COMMON STOCK
                       SUBSCRIPTION PRICE $3.75 PER SHARE

                           J. ALEXANDER'S CORPORATION

The Company is distributing non-transferable rights to owners of shares of the
Company's common stock. During this Rights Offering, the Company will issue up
to 5,431,335 rights to purchase shares and 1,086,267 shares of common stock.


<TABLE>
<CAPTION>
===========================================================================
                                                        Net Proceeds to the
                              Subscription Price            Company (1)
---------------------------------------------------------------------------
<S>                           <C>                       <C>
Per Share..................      $       3.75             $       3.75
---------------------------------------------------------------------------
   Total...................      $  4,073,501             $  4,073,501
============================================================================
</TABLE>
(1)  Before deducting expenses payable by the Company, estimated to be $150,000.

THE EXERCISE OF THE RIGHTS INVOLVES SUBSTANTIAL RISK.

YOU SHOULD REFER TO THE DISCUSSION OF MATERIAL RISK FACTORS BEGINNING ON PAGE 6
OF THIS PROSPECTUS.

You will receive 1.0 right for each share of common stock that you own at the
close of business on April 5, 1999. Each right entitles you to purchase 0.2
share of common stock, rounding up any remaining fractional share to the next
whole number of shares, for $3.75 per share. Because one of the Company's
significant shareholders, Solidus, LLC ("Solidus"), recently acquired 1,086,266
additional shares of the Company's common stock, Solidus has agreed that it will
not exercise during this Rights Offering rights attributable to the 1,086,266
additional shares.

Shares of the Company's common stock are currently traded on the New York Stock
Exchange under the symbol "JAX." The rights may not be transferred and will not
trade on any exchange or market.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is _________, 1999


<PAGE>   3




                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                             <C>
PROSPECTUS SUMMARY................................................................................................1

  QUESTIONS AND ANSWERS ABOUT THE COMPANY.........................................................................1

  QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING.................................................................1

A WARNING ABOUT FORWARD-LOOKING STATEMENTS........................................................................6

RISK FACTORS......................................................................................................6
         If You Do Not Exercise Your Rights, Your Ownership Interest May Be Diluted ..............................6
         The Company May Need Additional Capital Even After the Sale to Solidus and the Rights
                  Offering .......................................................................................7
         The Company Relies on Certain Key Personnel .............................................................8
         The Company May Not be in Compliance With New York Stock Exchange Rules..................................8
         Significant Ownership Positions and Certain Anti-takeover Provisions May Affect Your Rights
                  as a Shareholder................................................................................8
         The Company Does Not Anticipate Paying Dividends on Common Stock.........................................9
         The Company's Stock Price Has Been And May Continue to Be Volatile.......................................9
         The Company Faces Challenges in Opening New Restaurants..................................................9
         The Company Faces Intense Competition....................................................................9
         The Company May Experience Fluctuations in Quarterly Results............................................10
         Government Regulation and Licensing May Delay New Restaurant Openings or Affect
                  Operations.....................................................................................10
         The Company May Encounter Problems With Year 2000 Compliance............................................10

THE COMPANY......................................................................................................11

RECENT DEVELOPMENTS..............................................................................................11

USE OF PROCEEDS..................................................................................................12

CAPITALIZATION...................................................................................................13

THE RIGHTS OFFERING..............................................................................................14

IF YOU HAVE QUESTIONS............................................................................................19

PLAN OF DISTRIBUTION.............................................................................................20

FEDERAL INCOME TAX CONSIDERATIONS................................................................................20

TAXATION OF THE COMPANY..........................................................................................22

LEGAL MATTERS....................................................................................................22

EXPERTS..........................................................................................................22

IF YOU WOULD LIKE ADDITIONAL INFORMATION.........................................................................23
</TABLE>



                                        i

<PAGE>   4



                               PROSPECTUS SUMMARY

       This section answers in summary form some questions you may have about
the Company and this Rights Offering. The information in this section is not
complete and may not contain all of the information that you should consider
before exercising your rights. You should read the entire prospectus carefully,
including the "Risk Factors" section and the documents listed under "If You
Would Like Additional Information."

                     QUESTIONS AND ANSWERS ABOUT THE COMPANY

WHAT IS J. ALEXANDER'S CORPORATION?

       J. Alexander's Corporation (the "Company") operates 20 J. Alexander's
full-service, casual dining restaurants located in Tennessee, Ohio, Florida,
Kansas, Alabama, Michigan, Illinois, Colorado, Texas, Kentucky and Louisiana. 
J. Alexander's is a traditional restaurant with an American menu that features
prime rib of beef; hardwood-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.

       Prior to 1997, the Company was also a franchisee of Wendy's
International, Inc. However, in November 1996, the Company sold 52 of its 58
Wendy's Old Fashioned Hamburgers restaurants to Wendy's International, Inc. The
six restaurants not acquired by Wendy's International in November 1996 were sold
or closed.

WHERE IS THE COMPANY LOCATED?

      The Company's corporate offices are located at 3401 West End Avenue, P.O.
Box 24300, Nashville, Tennessee 37202, telephone (615) 269-1900.

                 QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

WHAT IS A RIGHT?

      The Company will distribute to you 1.0 right for each share of common
stock that you own at the close of business on April 5, 1999. For every right
you receive, you will be entitled to purchase 0.2 share of common stock,
rounding up any remaining fractional share to the nearest whole number of
shares, for $3.75 per share. When you "exercise" rights, that means that you
choose to purchase the shares of common stock that the rights entitle you to
purchase. You may exercise any number of your rights, or you may choose not to
exercise any rights. See "The Rights Offering - The Rights."

WHAT IS THE RIGHTS OFFERING?

      This Rights Offering is an opportunity for you to purchase shares of
common stock at a fixed price and in an amount proportional to your existing
interest in the Company.

WILL EVERY SHAREHOLDER RECEIVE RIGHTS IN PROPORTION TO THEIR CURRENT HOLDINGS?

      Yes, but only shareholders who exercise their rights will receive
additional shares of common stock. On March 22, 1999, Solidus, LLC, a Tennessee
limited liability company whose principal owners are Dr.


<PAGE>   5



John Morris and members of his family, purchased 1,086,266 additional shares of
common stock for approximately $4.1 million, a purchase price of $3.75 per
share. E. Townes Duncan, a director of the Company, is also an owner of and
manages the investments of Solidus. The Company completed the sale of common
stock to Solidus before the Rights Offering to provide the Company with
additional equity on favorable terms (including the agreements described below)
and more quickly than would have been possible through the Rights Offering, and
to ensure that the Company obtained the minimum amount of new equity capital
which it believed it needed to effectively carry out its long term business
plan. Because Solidus purchased these shares before the Rights Offering, Solidus
agreed that it will not exercise any rights attributable to the 1,086,266
additional shares it purchased. In addition, Solidus agreed not to purchase or
obtain additional shares in excess of 33% of the Company's outstanding common
stock and also agreed not to sell any of its common stock for a period of seven
years. See "Recent Developments - Sale of Common Stock to Solidus."

WHY IS THE COMPANY ENGAGING IN A RIGHTS OFFERING?

      The Rights Offering is part of a financing plan that the Company expects
will raise up to approximately $8.1 million in equity for the Company (the
"Financing Plan"). The Company believes that raising equity capital to repay
some of the Company's outstanding debt will benefit the Company by reducing its
debt to equity ratio and reducing its interest expense, which will improve
earnings. The Company believes that accomplishing these objectives will improve
its financial condition and may allow it to negotiate improved terms for its
credit facilities, including interest rates and availability.

      The Financing Plan has two parts:

      -  Sale of $4.1 million of common stock to Solidus.

         On March 22, 1999, Solidus purchased 1,086,266 additional shares of
         common stock for approximately $4.1 million. In addition, Solidus
         agreed to the following:

         -     for a period of seven years, Solidus would not acquire or hold
               more than 33% of the Company's common stock.

         -     for a period of seven years, Solidus would not solicit proxies 
               for a vote of the shareholders of the Company.

         -     for a period of seven years, Solidus would not sell the
               Company's common stock it owns and would only transfer common
               stock to the Company, a person, entity or group approved by
               the Company or to an affiliate of Solidus.

         -     the above restrictions on Solidus' ownership and ability to
               solicit proxies would terminate in the event of certain tender
               offers or exchange offers, a notice filing with the Department
               of Justice relating to the acquisition of more than 15% of the
               outstanding common stock or with the SEC relating to the
               acquisition of more than 10% of the outstanding common stock,
               the Company's proposing or approving a merger or other
               business combination, or a change to a majority of the
               Company's Board of Directors over a two-year period.


                                        2

<PAGE>   6



         -     Solidus would not exercise during the Rights Offering rights
               attributable to the 1,086,266 additional shares of common
               stock purchased on March 22, 1999.

      -   $4.1 million rights offering.

      The Company is issuing all of its shareholders of record as of the close
of business on April 5, 1999, 1.0 non-transferable right for each share of
common stock held by them on that date. For every right you hold, you will be
entitled to purchase 0.2 share of common stock, rounding up any remaining
fractional share to the next whole number of shares, for $3.75 per share. A
total of 1,086,267 shares could be purchased during the Rights Offering for a
total purchase price of $4,073,501.

      The Company will apply the proceeds from the Financing Plan to repay a
portion of the debt under its revolving credit facility. See "Use of Proceeds"
and "Capitalization."

HOW MANY SHARES MAY I PURCHASE?

      You will receive 1.0 right for each share of common stock that you own at
the close of business on April 5, 1999. Each right entitles you to purchase 0.2
share of common stock, rounding up any remaining fractional share to the nearest
whole number of shares, for $3.75 per share. See "The Rights Offering - Basic
Subscription Right."

HOW DID THE COMPANY ARRIVE AT THE $3.75 PER SHARE PRICE?

      In determining the price per share for the sale to Solidus and for the
Rights Offering, the Company considered current and historical market prices for
the common stock and the Company's need for capital. Solidus bought its shares
on March 22, 1999 at the same price per share. See "The Rights Offering -
Determination of Share Price."

HOW DO I EXERCISE MY RIGHTS?

      You must properly complete the attached Subscription Certificate and
forward it to SunTrust Bank, Nashville, N.A., as Subscription Agent, on or
before ______________, 1999. The address for the Subscription Agent is on page
19. See "The Rights Offering - Exercise of Rights." Your Subscription
Certificate must be accompanied by proper payment for each share that you wish
to purchase. See "The Rights Offering - Method of Payment."

HOW LONG WILL THE RIGHTS OFFERING LAST?

      You will be able to exercise your rights only during a limited period. 
If you do not exercise your rights before 5:00 p.m. Central Daylight Time, on
________ __, 1999, the rights will expire. The Company, in its discretion, may
decide to extend the Rights Offering for up to 10 days. See "The Rights Offering
- Expiration Date."


                                        3

<PAGE>   7



AFTER I EXERCISE MY RIGHTS, CAN I CHANGE MY MIND?

      No.  Once you send in your Subscription Certificate and payment, you 
cannot revoke the exercise of your rights. See "Rights Offering - No 
Revocation."

IS EXERCISING MY RIGHTS RISKY?

      The exercise of your rights involves a degree of risk. You should
carefully consider the "Risk Factors" described in this prospectus, beginning on
page 6.

WHAT HAPPENS IF I CHOOSE NOT TO EXERCISE MY RIGHTS?

      You will retain your current number of shares of common stock even if you
do not exercise your rights. If you do not exercise your rights, you could
diminish your proportionate interest in the Company, and your voting rights
could be diluted. See "Risk Factors - If You Do Not Exercise Your Rights, Your
Ownership Interest May Be Diluted."

CAN I SELL MY RIGHTS?

      No.  You may not sell or transfer your rights to another individual or 
entity. See "The Rights Offering - Non-Transferability of Rights."

CAN I SELL MY COMMON STOCK AFTER THE RIGHTS OFFERING?

      Common stock sold in this rights offering will be registered under the 
federal securities laws. Therefore, these shares of common stock may be sold
freely after the rights offering, subject to restrictions on affiliates of the
Company. See "The Rights Offering - Basic Subscription Right."

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY RIGHTS?

      The Company believes that the receipt of the rights by shareholders will
be a nontaxable stock dividend. However, the IRS may view the distribution of
the rights as ordinary income to the shareholder taxable in the amount of the
fair market value of the rights. In any event, the exercise of the rights will
not be taxable. You should seek specific tax advice from your personal tax
advisor. See "Tax Consequences to Shareholders."

WHEN WILL I RECEIVE MY NEW SHARES?

      If you purchase shares through the Rights Offering, the Company will send
you a certificate representing shares of common stock as soon as practicable
after ________ __, 1999.

CAN THE COMPANY CANCEL THE RIGHTS OFFERING?

      Yes. The Company can cancel the Rights Offering at any time on or before 
________ __, 1999, for any reason.


                                        4

<PAGE>   8



HOW MUCH MONEY WILL THE COMPANY RECEIVE FROM THE SALE TO SOLIDUS AND THE RIGHTS
OFFERING?

      The Company received $4,073,498 for the sale of 1,086,266 shares of common
stock to Solidus on March 22, 1999. The Company's gross proceeds from the Rights
Offering depend on the number of shares of common stock that are purchased. If
the Company sells all 1,086,267 shares offered by this prospectus, then the
Company will receive proceeds of $4,073,501 from the Rights Offering.

HOW WILL THE COMPANY USE THE PROCEEDS FROM THE RIGHTS OFFERING?

      The Company will use the proceeds from the Rights Offering to repay a 
portion of the debt under its revolving credit facility. See "Use of Proceeds."

HOW MANY SHARES WILL BE OUTSTANDING AFTER THE RIGHTS OFFERING?

      The number of shares of common stock outstanding after the Rights Offering
depends on the number of shares that are purchased.

      If the Company sells all of the shares offered by this prospectus, then
the Company will issue during the Rights Offering 1,086,267 new shares of common
stock. Based on this number, the Company anticipates that there will be
7,603,868 shares of the Company's common stock outstanding after the Rights
Offering.

WHO CAN I TALK TO IF I HAVE MORE QUESTIONS?

      If you have questions or need assistance concerning the procedure for
exercising rights, or if you would like additional copies of this prospectus or
the Notice of Guaranteed Delivery, you should contact the Subscription Agent at
the address on page 19 below.

      If you have more questions about the Rights Offering, please contact

                                R. Gregory Lewis
                             Chief Financial Officer
                           J. Alexander's Corporation
                                 P.O. Box 24300
                              3401 West End Avenue
                           Nashville, Tennessee 37203
                                 (615) 269-1900


See "If You Have Questions."


                                        5

<PAGE>   9



                   A WARNING ABOUT FORWARD-LOOKING STATEMENTS

      This prospectus may contain "forward-looking statements." Any statement in
this prospectus, other than a statement of historical fact, may be a
forward-looking statement.

      You can generally identify forward-looking statements by looking for words
such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe"
or "continue." Variations on those or similar words, or the negatives of such
words, also may indicate forward-looking statements.

      Although the Company believes that the expectations reflected in this
prospectus are reasonable, the Company cannot assure you that its expectations
will be correct. Factors which could affect actual results include, but are not
limited to, the Company's ability to increase sales in its restaurants; the
Company's ability to recruit and train qualified restaurant management
personnel; intense competition within the casual dining industry; changes in
business and economic conditions; changes in consumer tastes; and government
regulations. The Company has included a discussion entitled "Risk Factors" in
this prospectus, disclosing other important factors that could cause its actual
results to differ materially from its expectations. If in the future you hear or
read any forward-looking statements concerning the Company, you should refer
back to these Risk Factors.

      The forward-looking statements in this prospectus are accurate only as of
its date. If the Company's expectations change, or if new events, conditions or
circumstances arise, the Company is not required to, and may not, update or
revise any forward-looking statement in this prospectus.

                                  RISK FACTORS

      As you decide whether to exercise your rights, and when you evaluate the
Company's performance and the forward-looking statements in this prospectus, you
should carefully consider the following risk factors, as well as the other
information contained in this prospectus.

IF YOU DO NOT EXERCISE YOUR RIGHTS, YOUR OWNERSHIP INTEREST MAY BE DILUTED

      If you do not exercise all of your rights, you may suffer significant
dilution of your percentage ownership in the Company relative to shareholders
who exercise their rights. Immediately after the Rights Offering, the net
tangible book value per share of common stock will significantly decrease. The
chart below illustrates the potential dilution that could result immediately
after the closing of the Rights Offering if a shareholder who owns 100,000
shares of common stock fails to exercise its rights, and other shareholders
purchase all 1,066,267 remaining shares of common stock sold in the Rights
Offering.


                                        6

<PAGE>   10




<TABLE>
<CAPTION>
                                                                             AFTER THE
                                                                              RIGHTS           AFTER THE RIGHTS
                                                                             OFFERING              OFFERING
                                                                             ASSUMING              ASSUMING
                                                     BEFORE THE              SHAREHOLDER           SHAREHOLDER
                                                       RIGHTS                 EXERCISES           EXERCISES NO
                                                      OFFERING               ALL RIGHTS              RIGHTS
                                                      ----------             -----------       ----------------
<S>                                                   <C>                    <C>               <C>
Shares Owned by Shareholder.......................       100,000               120,000                100,000

Total Number of Common Shares Outstanding.........     6,517,601             7,603,868              7,583,868

Shareholder's Percentage Ownership................          1.53%                 1.58%                  1.32%
</TABLE>

THE COMPANY MAY NEED ADDITIONAL CAPITAL EVEN AFTER THE SALE TO SOLIDUS AND 
THE RIGHTS OFFERING

      The Company's ability to conduct its business depends to a significant
degree on its ability to incur indebtedness and obtain equity capital. The
Company needs financing primarily to fund its development of new restaurants. To
meet these needs, the Company currently uses cash from operations and borrowings
under a revolving credit facility.

      The sale to Solidus and the Rights Offering are intended to raise
additional capital for the Company. Even after the completion of the sale to
Solidus and the Rights Offering, however, the Company may need additional
capital to meet its capital requirements. The Company cannot assure you that
such capital will be available on satisfactory terms. If all of the rights are
not exercised, or if the Company fails to reach sufficient cash flows, the
Company will require additional debt or equity.

      Through the sale to Solidus and the Rights Offering, its existing credit
facility and cash flow from operations, the Company believes that it will have
access to sufficient funds to carry on its existing level of business and
develop additional restaurants. The Company cannot assure you that its existing
credit facility will remain available past July 1, 2000, and the Company cannot
assure you that it will be successful in consummating any future financing
transactions on satisfactory terms.

      Factors which could affect the Company's access to the capital markets, or
the costs of such capital, include:

      -  changes in interest rates,

      -  general economic conditions, and

      -  investors' perceptions of the Company's business, results of
         operations, leverage, financial condition and business prospects.

Economic, financial, competitive and other matters strongly influence each of
these factors, and the Company may not be able to control those influences.


                                        7

<PAGE>   11



      In addition, covenants under the Company's existing or future debt
securities and credit facilities may significantly restrict the Company's
ability to incur additional indebtedness or to issue preferred stock. The
Company's existing credit facility requires the Company to maintain certain
financial ratios and also prohibits new borrowing other than under the revolving
credit facility.

THE COMPANY RELIES ON CERTAIN KEY PERSONNEL

      The Company depends on the efforts and abilities of a number of its
current key management personnel, including Lonnie J. Stout II, its President
and Chief Executive Officer. The success of the Company depends to a large
extent on its ability to retain and continue to attract key employees through
its compensation plans, including employee stock options. If the Company loses
certain key employees or cannot retain or attract key employees in the future,
the Company's operations could be adversely affected.

THE COMPANY MAY NOT BE IN COMPLIANCE WITH NEW YORK STOCK EXCHANGE RULES

      No shareholder approval is required under Tennessee corporate law or
federal securities laws for the Company's recent sale of common stock to Solidus
or for the Rights Offering. It is possible that the New York Stock Exchange may
assert that shareholder approval is required under its guidelines or that the
Company is otherwise not in compliance with New York Stock Exchange requirements
relating to market capitalization or operating results. It is possible that the
New York Stock Exchange may consider whether to delist the Company's common
stock. If the New York Stock Exchange delists the Company's common stock, the
Company would apply for listing of the common stock for trading on The Nasdaq
Stock Market's National Market or Small Cap Market.


SIGNIFICANT OWNERSHIP POSITIONS AND CERTAIN ANTI-TAKEOVER PROVISIONS MAY 
AFFECT YOUR RIGHTS AS A SHAREHOLDER

      The Company's Board of Directors has the authority to issue up to
1,000,000 shares of preferred stock and to determine the price, rights,
preferences and privileges of those shares without any further vote of, or
action by, the Company's shareholders. Your rights will be subject to, and may
be adversely affected by, the rights of holders of preferred stock. If the
Company chooses to issue preferred stock with voting rights, the issuance could
provide desirable flexibility in connection with possible acquisitions and other
corporate purposes. In addition, the Company has in effect a shareholder rights
plan, which is intended to encourage third parties interested in acquiring the
Company to negotiate with the Board of Directors. Under the shareholder rights
plan, shares of common stock have attached Series A Junior Preferred Stock
purchase rights, which may be exercised if a person or group (other than Solidus
and its affiliates) acquires 20% of the outstanding common stock or if a person
or group initiates a tender or exchange offer that would result in such person
or group acquiring 10% or more of the outstanding common stock. In addition,
Solidus currently owns approximately 24% of the outstanding common stock. In the
future, Solidus' vote of its common stock will have a significant impact on the
outcome of any matters that are determined by a majority vote of the Company's
shareholders. The issuance of voting preferred stock, the presence of the
shareholder rights plan, or the ownership of a significant percentage of the
common stock by a single shareholder, such as Solidus, could also make it more
difficult for a third party to acquire control of the Company. Certain
provisions of Tennessee law applicable to the Company may also discourage
third-party attempts to acquire control.


                                        8

<PAGE>   12



THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS ON COMMON STOCK

      The Company does not plan to pay cash dividends on the Company's common
stock in the foreseeable future. The Board of Directors will decide, in the
exercise of its business judgment, whether to apply legally available funds to
the payment of dividends. The Board of Directors will consider the Company's
results of operations and financial condition, any existing or proposed
commitments for the use of available funds, and the Company's obligations to its
creditors or holders of preferred stock, if any preferred stock is issued.
Financial covenants in the Company's future credit agreements may restrict the
Company's ability to pay dividends.

THE COMPANY'S STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE

      Trading volume and prices for the common stock have been subject to wide
fluctuations during the past year and may continue to fluctuate in response to
quarterly variations in operating results, announced earnings and other factors.
The Company cannot always foresee or predict such events. The market price of
the Company's common stock could also be influenced by developments or matters
not related to the Company, including the sale or attempted sale of a large
amount of the Company's common stock on the open market by a shareholder. A
shareholder is not permitted to revoke the exercise of a right, even if the
market price of the common stock falls prior to the closing of this Rights
Offering. The Company cannot predict whether a shareholder will be able to sell
common stock purchased in this Rights Offering for a price that equals or
exceeds the subscription price of $3.75 per share.

THE COMPANY FACES CHALLENGES IN OPENING NEW RESTAURANTS

      The Company's continued growth depends 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. In addition, it has been the Company's experience that new restaurants
generate operating losses while they build sales levels to maturity. The Company
currently operates twenty J. Alexander's restaurants, of which six have been
open for less than two years. 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.

THE COMPANY FACES INTENSE 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
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.


                                        9

<PAGE>   13



THE COMPANY MAY EXPERIENCE FLUCTUATIONS IN QUARTERLY RESULTS

      The Company's quarterly results of operations are affected by timing of
the opening of new J. Alexander'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 AND LICENSING MAY DELAY NEW RESTAURANT OPENINGS OR AFFECT 
OPERATIONS

      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. If the Company experiences difficulties in obtaining or fails
to obtain required licensing or other regulatory approvals, this delay or
failure could delay or prevent the opening of a new J. Alexander'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.

THE COMPANY MAY ENCOUNTER PROBLEMS WITH YEAR 2000 COMPLIANCE

      The term "Year 2000" is a general term used to describe the various
problems that may result from the improper processing of dates and
date-sensitive calculations by computers and other machinery as the year 2000 is
approached and reached. The Company's key financial, informational and
operational systems have been assessed for Year 2000 compliance, and detailed
plans have been developed to address system modifications required by September
30, 1999. These systems include information technology systems ("IT"). The
Company has assessed its major IT vendors and technology providers and is in the
process of testing its systems to determine Year 2000 compliance. In addition,
the Company is in the process of assessing its non-IT systems that utilize
embedded technology, such as microcontrollers, and reviewing them for Year 2000
compliance. Because the Company's testing phase is not yet substantially in
process, and accordingly it has not fully assessed its risk from potential Year
2000 failures, the Company has not yet developed detailed contingency plans
specific to Year 2000 events for any specific area of business.

      To operate its business, the Company relies upon government agencies,
utility companies, providers of telecommunication services, suppliers, and other
third party service providers ("Material Relationships"), over which it can
assert little control. The Company's ability to conduct its core business is
dependent upon the ability of these Material Relationships to rectify their Year
2000 issues to the extent they affect the Company. If the telecommunications
carriers, public utilities and other Material Relationships do not appropriately
rectify their Year 2000 issues, the Company's ability to conduct its core
business may be materially impacted, which could result in a material adverse
effect on the Company's financial condition. The Company has begun an assessment
of all Material Relationships to determine risk and assist in the development of
contingency plans. This effort is to be completed by June 30, 1999. The Company
is unable to estimate the costs that it may incur as a result of Year 2000
problems suffered by the parties with which


                                       10

<PAGE>   14



it deals, such as Material Relationships, and there can be no assurance that the
Company will successfully address the Year 2000 problems present in its own
systems.


                                   THE COMPANY

      J. Alexander's Corporation (the "Company") operates 20 J. Alexander's
full-service, casual dining restaurants located in Tennessee, Ohio, Florida,
Kansas, Alabama, Michigan, Illinois, Colorado, Texas, Kentucky and Louisiana.
J. Alexander's is a traditional restaurant with an American menu that features
prime rib of beef; hardwood-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.

      Prior to 1997, the Company was also a franchisee of Wendy's International,
Inc. However, in November 1996, the Company sold 52 of its 58 Wendy's Old
Fashioned Hamburgers restaurants to Wendy's International. The six
restaurants not acquired by Wendy's International in November 1996 were sold or
closed.


                               RECENT DEVELOPMENTS

FOURTH QUARTER AND YEAR END RESULTS

      On March 1, 1999, the Company reported operating results for the fourth
quarter of 1998, with higher operating income and same store sales. Restaurant
operating income for the fourth quarter, which was a 14-week period, increased
to $2,419,000, from $890,000 in the 13-week fourth quarter of the prior year.
For the fourth quarter, the Company posted average weekly same store sales of
$76,900 per restaurant, increasing by 8.8% over $70,700 posted for the fourth
period of 1997. Net sales for the quarter rose 32% to $20,506,000 from
$15,504,000.

      The Company reported net income of $367,000, or $.07 per share, in the
fourth quarter of 1998, up from a loss of $4,635,000, or $.85 per share, in the
final quarter of 1997. The 1997 results included a valuation adjustment to the
Company's deferred tax assets, which increased the net loss for the quarter by
$2,393,000, or $.44 per share.

      For the year ended January 3, 1999, J. Alexander's Corporation recorded
average weekly same store sales of $76,300 for its 17 restaurants which were in
operation for more than twelve months, up 4.8% from $72,800 achieved in the
prior year. Net sales for fiscal 1998, which included 53 weeks, were
$74,200,000, a gain of 30% from $57,138,000 generated in 1997, a 52-week period.
The Company narrowed its loss for fiscal 1998 to $1,485,000, or $.27 per share
in 1998, from $5,991,000, or $1.11 per share in 1997. In addition to the 1997
tax asset adjustment, which increased the loss per share for the year by $.44,
the Company recorded a charge of $885,000, or $.16 per share, in the first
quarter of 1997 to reflect the cumulative effect of a change in its accounting
policy for pre-opening costs to expense those costs as incurred. Restaurant
operating income for 1998 rose to $6,710,000 from $5,114,000 in 1997.

      During 1998, J. Alexander's Corporation opened two new restaurants, one in
Louisville, Kentucky and another in Baton Rouge, Louisiana. For 1999, the
Company has plans to open a restaurant in West


                                       11

<PAGE>   15



Bloomfield, Michigan, and is finalizing its plans for a restaurant in
Cincinnati, Ohio, with construction expected to start in the fall of 1999.

SALE OF COMMON STOCK TO SOLIDUS

      On March 22, 1999, Solidus purchased 1,086,266 additional shares of common
stock for approximately $4.1 million. In addition, Solidus agreed to the
following:

         -        for a period of seven years, Solidus would not acquire or hold
                  more than 33% of the Company's common stock.

         -        for a period of seven years, Solidus would not solicit proxies
                  for a vote of the shareholders of the Company.

         -        for a period of seven years, Solidus would not sell the
                  Company's common stock it owns and would only transfer common
                  stock to the Company, a person, entity or group approved by
                  the Company or to an affiliate of Solidus.

         -        the above restrictions on Solidus' ownership and ability to
                  solicit proxies would terminate in the event of certain tender
                  offers or exchange offers, a notice filing with the Department
                  of Justice relating to the acquisition of more than 15% of the
                  outstanding voting securities or with the SEC relating to the
                  acquisition of more than 10% of the outstanding common stock,
                  the Company's proposing or approving a merger or other
                  business combination, or a change to a majority of the
                  Company's Board of Directors over a two-year period.

         -        Solidus would not exercise rights during the Rights Offering
                  attributable to the 1,086,266 additional shares of common
                  stock purchased on March 22, 1999.



                                 USE OF PROCEEDS

      The Company will apply its net proceeds from the sale to Solidus and the
Rights Offering to repay a portion of the debt under its revolving credit
facility. Amounts repaid will continue to be available for reborrowing.
Borrowings under the revolving credit facility bear interest at a rate equal to
LIBOR plus a spread of two to three percent, depending on the ratio of the
Company's senior debt to EBITDA (earnings before interest, taxes, depreciation
and amortization). The facility matures, unless the Company elects to convert
outstanding borrowings to a term loan, on July 1, 2000. After giving effect to
the sale of 1,086,266 additional shares of common stock to Solidus on March 22,
1999, the principal amount outstanding under the revolving credit facility was
$5.2 million. Borrowings under the credit facility were incurred to finance
development of the Company's restaurants.

      Assuming that shareholders exercise the rights to purchase 1,086,267
shares of common stock and including the sale to Solidus of 1,086,266 shares,
the Company will receive net proceeds from this Rights Offering and the Solidus
purchase of approximately $8.1 million.



                                       12

<PAGE>   16



                                 CAPITALIZATION

      The following table sets forth the short-term indebtedness and the
capitalization of the Company, on an historical basis as of January 3, 1999, and
on a pro forma basis as of January 3, 1999, based on completion of the Solidus
purchase and the Rights Offering assuming the maximum exercise of the rights.
The net proceeds from the sale to Solidus on March 22, 1999 and the Rights
Offering are being applied as set forth above in Use of Proceeds.

<TABLE>
<CAPTION>
                                                                                           JANUARY 3, 1999
                                                                                   -------------------------------
                                                                                                          AS
                                                                                      ACTUAL           ADJUSTED
                                                                                   -------------     -------------
                                                                                           (in thousands)
                                                                                                     
<S>                                                                                 <C>                <C>         
Current portion of long-term debt:                                                  $      1,917        $    1,917
                                                                                    ============        ==========
Long-term debt:
     Long-term debt and obligations under capital leases, less current
     maturities.................................................................... $     21,361        $   13,364
                                                                                    ------------        ----------

Stockholders' equity:
     Common stock, $0.05 par value; 10,000,000 shares authorized;
         5,431,335 issued and outstanding; 7,603,868 outstanding, as                                      
         adjusted(1)...............................................................          272               380
     Preferred stock, no par value; authorized 1,000,000 shares; none issued.......           --                --
     Additional paid in capital....................................................       30,007            37,896
     Retained earnings.............................................................        4,272             4,272
                                                                                    ------------        ----------
                                                                                          34,551            42,548
     Note receivable-Employee Stock Ownership Plan(2)..............................         (820)             (820)
                                                                                    ------------        ----------
         Total stockholders' equity................................................       33,731            41,728
                                                                                    ------------        ----------
                  Total capitalization............................................. $     55,092        $   55,092
                                                                                    ============        ==========
</TABLE>

---------------
(1)  Does not include 678,820 shares of common stock reserved for issuance upon
     the exercise of options granted pursuant to the Company's existing stock
     option plans and 774,648 shares of common stock reserved for issuance upon
     conversion of the Company's Convertible Subordinated Debentures due 2003.
(2)  During 1992, the Company established an Employee Stock Ownership Plan
     ("ESOP"), which purchased 457,055 shares of common stock for an aggregate
     purchase price of $1,714,000. The Company funded the ESOP by loaning it an
     amount equal to the purchase price. The loan is secured by a pledge of the
     unallocated stock held by the ESOP. The Company has made a contribution to
     the ESOP each year since the ESOP was established allowing the ESOP to make
     its scheduled loan repayments to the Company, with the exception of 1996
     when no contribution was made. The terms of the ESOP note, as amended in
     1997, call for interest to be paid at an annual rate of 10% and for
     repayment of the ESOP note's remaining principal in annual amounts ranging
     from $135,000 to $197,000 over the period 1999 through 2003.




                                       13

<PAGE>   17



                               THE RIGHTS OFFERING

THE RIGHTS

     The Company is distributing non-transferable rights to owners of shares of
its common stock at the close of business on April 5, 1999, at no cost to the
shareholders. The Company will give you 1.0 right for each share of common stock
that you own at the close of business on April 5, 1999. If you wish to exercise
your rights, you must do so on or before _______ __, 1999 at 5 p.m., Central
Daylight Time. After that date, the rights will expire and will no longer be
exercisable.

BASIC SUBSCRIPTION RIGHT

     For each right you receive, you will be entitled to purchase, upon payment
of $3.75 per share to the Company, 0.2 share of common stock, rounding up any
remaining fractional share to the next whole number of shares (the "Basic
Subscription Right"). The Company will send you certificates representing the
shares of common stock that you purchase pursuant to your Basic Subscription
Right as soon as practicable after ________ __, 1999, whether you exercise your
rights immediately prior to that date or earlier.

EXPIRATION DATE

     The rights will expire at 5:00 p.m., Central Daylight Time, on _______ __,
1999, unless the Company, in its discretion, extends the Rights Offering for up
to 10 days. If you do not exercise your Basic Subscription Rights prior to
___________ __, 1999, the rights will be null and void. The Company will not be
required to issue shares to you if the Subscription Agent receives your
Subscription Certificate or your payment after that date, regardless of when you
sent the Subscription Certificate and payment, unless you send the documents in
compliance with the Guaranteed Delivery Procedures described below.

WITHDRAWAL RIGHT

     The Company may withdraw the Rights Offering at any time prior to or on
________ __, 1999, for any reason (including, without limitation, a change in
the market price of the common stock). If the Company withdraws the Rights
Offering, any funds received from shareholders will be promptly refunded,
without interest or penalty.

DETERMINATION OF SHARE PRICE

     The Company and its Board of Directors decided to offer shares for $3.75
per share during the Rights Offering after considering such factors as the
historic and current market price of the Company's common stock and the
Company's need for capital. Solidus also purchased 1,086,266 additional shares
of common stock on March 22, 1999 at the $3.75 per share price. The $3.75 per
share price should not be considered an indication of the actual value of the
Company or its common stock. The Company cannot assure you that the market price
of the common stock will not decline during the Rights Offering. The Company
also cannot assure you that you will be able to sell shares of common stock
purchased during the Rights Offering at a price equal to or greater than $3.75
per share.


                                       14

<PAGE>   18



NON-TRANSFERABILITY OF RIGHTS

     The rights may not be sold and may only be transferred by operation of law.
The Company common stock will be represented by stock certificates. Common stock
issued under this Rights Offering will be registered under the federal
securities laws. Therefore, these shares of common stock may be sold freely
after the Rights Offering, subject to restrictions on affiliates of the Company.
See "- Basic Subscription Right."

EXERCISE OF RIGHTS

     You may exercise your rights by delivering to the Subscription Agent on or
prior to _________ __, 1999:

     (1) a properly completed and duly executed Subscription Certificate;

     (2) any required signature guarantees; and

     (3) payment in full of $3.75 per share to be purchased through the Basic
Subscription Right.

You should deliver your Subscription Certificate and payment to the address set
forth below under "-- Subscription Agent."

METHOD OF PAYMENT

     Payment for the shares must be made by:

      (1)       bank draft drawn upon a United States bank or a postal,
                telegraphic or express money order payable to "SunTrust Bank,
                Nashville, N.A., as Subscription Agent";

      (2)       wire transfer of funds to the account maintained by the
                Subscription Agent for such purpose at SunTrust Bank, Nashville,
                N.A. (please contact Subscription Agent for specific
                instructions); or

      (3)       notice of guaranteed delivery of payment, as discussed below
                (a "Notice of Guaranteed Delivery"), from a member firm of a
                registered national securities exchange or a member of the
                National Association of Securities Dealers, Inc., or a
                commercial bank or trust company having an office or
                correspondent in the United States.

      Payment will be deemed to have been received by the Subscription Agent
only upon:

      (1)       clearance of any uncertified check;

      (2)       receipt by the Subscription Agent of any certified check or bank
                draft drawn upon a U.S. bank or of any postal, telegraphic or
                express money order; or

      (3)       receipt of actual funds pursuant to any Notice of Guaranteed 
                Delivery.

 

                                       15

<PAGE>   19




      PLEASE NOTE THAT FUNDS PAID BY UNCERTIFIED PERSONAL CHECK MAY TAKE AT
LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY, IF YOU WISH TO PAY BY MEANS OF
AN UNCERTIFIED PERSONAL CHECK, THE COMPANY URGES YOU TO MAKE PAYMENT
SUFFICIENTLY IN ADVANCE OF _________ ___, 1999, TO ENSURE THAT THE PAYMENT IS
RECEIVED AND CLEARS BEFORE THAT DATE. THE COMPANY ALSO URGES YOU TO CONSIDER
PAYMENT BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY ORDER OR WIRE TRANSFER
OF FUNDS.

GUARANTEED DELIVERY PROCEDURES

      If you want to exercise your rights, but time will not permit your payment
or Subscription Certificate to reach the Subscription Agent on or prior to
__________ ___, 1999, you may exercise your rights if you satisfy the following
Guaranteed Delivery Procedures:

      (1)       You send, and the Subscription Agent receives, on or prior to
                ________ ___, 1999, a Notice of Guaranteed Delivery,
                substantially in the form provided with the prospectus, from a
                member firm of a registered national securities exchange or a
                member of the National Association of Securities Dealers, Inc.,
                or a commercial bank or trust company having an office or
                correspondent in the United States. The Notice of Guaranteed
                Delivery must state your name, the number of rights that you
                hold, and the number of shares that you wish to purchase
                pursuant to the Basic Subscription Right. The Notice of
                Guaranteed Delivery must guarantee the delivery of (i) payment
                in full for each share of common stock to be purchased through
                the Basic Subscription Right and (ii) your Subscription
                Certificate to the Subscription Agent within three New York
                Stock Exchange trading days following the date of the Notice of
                Guaranteed Delivery; and

      (2)       You send, and the Subscription Agent receives, (i) payment in
                full for each share of common stock to be purchased through the
                Basic Subscription Right and (ii) your properly completed and
                duly executed Subscription Certificate, including any required
                signature guarantees, within three New York Stock Exchange
                trading days following the date of your Notice of Guaranteed
                Delivery. The Notice of Guaranteed Delivery may be delivered to
                the Subscription Agent in the same manner as your Subscription
                Certificate at the addresses set forth below, or may be
                transmitted to the Subscription Agent by facsimile transmission,
                to facsimile number (615) 748-5331. You can obtain additional
                copies of the form of Notice of Guaranteed Delivery by
                requesting it from the Subscription Agent at the address set
                forth below under "-- Subscription Agent."


                                       16

<PAGE>   20



SIGNATURE GUARANTEES

      Signatures on the Subscription Certificate must be guaranteed by an
Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Exchange Act,
subject to the standards and procedures adopted by the Subscription Agent.
Eligible Guarantor Institutions include banks, brokers, dealers, credit unions,
national securities exchanges and savings associations.

      Signatures on the Subscription Certificate do not need to be guaranteed
if:

      (1)       the Subscription Certificate provides that the shares and
                certificates for shares of common stock to be purchased are to
                be issued and delivered directly to you, the record owner of
                such rights, or

      (2)       the Subscription Certificate is submitted for the account of a
                member firm of a registered national securities exchange or a
                member of the National Association of Securities Dealers, Inc.,
                or a commercial bank or trust company having an office or
                correspondent in the United States.

SHARES HELD FOR OTHERS

      If you hold shares of common stock for the account of others, such as a
broker, a trustee or a depository for securities, you should notify the
respective beneficial owners of such shares as soon as possible to obtain
instructions with respect to the rights beneficially owned by them.

      If you are a beneficial owner of common stock held by a holder of record,
such as a broker, trustee or a depository for securities, you should contact the
holder and ask him to effect transactions in accordance with your instructions.

AMBIGUITIES IN EXERCISE OF THE RIGHTS

      If you do not specify the number of rights being exercised on your
Subscription Certificate, or if your payment is not sufficient to pay the total
purchase price for all of the shares that you indicated you wished to purchase,
you will be deemed to have exercised the maximum number of rights that could be
exercised for the amount of the payment that the Subscription Agent receives
from you.

      If your payment exceeds the total purchase price for all of the rights
shown on your Subscription Certificate, your payment will be applied, until
depleted, to subscribe for shares in the following order:

      (1)       to subscribe for the number of shares, if any, that you
                indicated on the Subscription Certificate that you wished to
                purchase through your Basic Subscription Right;

      (2)       to subscribe for shares until your Basic Subscription Right has
                been fully exercised.

      Any excess payment remaining after the foregoing allocation will be
returned to you as soon as practicable by mail, without interest or deduction.



                                       17

<PAGE>   21



                                    IMPORTANT

      PLEASE CAREFULLY READ THE INSTRUCTIONS INCLUDED IN THE SUBSCRIPTION 
CERTIFICATE AND FOLLOW THOSE INSTRUCTIONS IN DETAIL.

DO NOT SEND SUBSCRIPTION CERTIFICATES TO THE COMPANY. 
-----------------------------------------------------
YOU ARE RESPONSIBLE FOR CHOOSING THE PAYMENT AND DELIVERY METHOD FOR YOUR
SUBSCRIPTION CERTIFICATE, AND YOU BEAR THE RISKS ASSOCIATED WITH SUCH DELIVERY.
IF YOU CHOOSE TO DELIVER YOUR SUBSCRIPTION CERTIFICATE AND PAYMENT BY MAIL, THE
COMPANY RECOMMENDS THAT YOU USE REGISTERED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED. THE COMPANY ALSO RECOMMENDS THAT YOU ALLOW A SUFFICIENT
NUMBER OF DAYS TO ENSURE DELIVERY TO THE SUBSCRIPTION AGENT AND CLEARANCE OF
PAYMENT PRIOR TO ____________ __, 1999. BECAUSE UNCERTIFIED PERSONAL CHECKS MAY
TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR, THE COMPANY STRONGLY URGES YOU TO
PAY, OR ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY
ORDER OR WIRE TRANSFER OF FUNDS.

COMPANY'S DECISION BINDING

      All questions concerning the timeliness, validity, form and eligibility of
any exercise of rights will be determined by the Company, whose determinations
will be final and binding. The Company, in its sole discretion, may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported exercise of any
right by reason of any defect or irregularity in such exercise. Subscriptions
will not be deemed to have been received or accepted until all irregularities
have been waived or cured within such time as the Company determines in its sole
discretion. Neither the Company nor the Subscription Agent will be under any
duty to give notification of any defect or irregularity in connection with the
submission of Subscription Certificates or incur any liability for failure to
give such notification.

NO REVOCATION

      AFTER THE SUBSCRIPTION AGENT HAS RECEIVED YOUR SUBSCRIPTION
CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY ON YOUR BEHALF, YOU MAY
NOT REVOKE YOUR SUBSCRIPTION.

FEES AND EXPENSES

      The Company will pay all fees charged by the Subscription Agent. You are
responsible for paying any other commissions, fees, taxes or other expenses
incurred in connection with the exercise of the rights. Neither the Company nor
the Subscription Agent will pay such expenses.


                                       18

<PAGE>   22



SUBSCRIPTION AGENT

      The Company has appointed SunTrust Bank, Nashville, N.A., as Subscription 
Agent for the Rights Offering. The Subscription Agent's address is:

<TABLE>
<S>                                             <C>
               U.S. Mail                            By Courier or Overnight Delivery
----------------------------------------        ----------------------------------------
SunTrust Bank Corporate Trust Department        SunTrust Bank Corporate Trust Department
 SunTrust Financial Center, Sixth Floor          SunTrust Financial Center, Sixth Floor
            P.O. Box 305110                                 424 Church Street
       Nashville, Tennessee 37230                      Nashville, Tennessee 37219
          Attn: Donna Williams                            Attn: Donna Williams
             Kyle Burchard                                    Kyle Burchard
</TABLE>



The Subscription Agent's telephone number is (615) 748-4745, and its facsimile
number is (615) 748-5331.

      You should deliver your Subscription Certificate, payment of the
Subscription Price and Notice of Guaranteed Delivery (if any) to the
Subscription Agent.

      The Company will pay the fees and expenses of the Subscription Agent. The
Company has also agreed to indemnify the Subscription Agent from any liability
which it may incur in connection with the Rights Offering.

                              IF YOU HAVE QUESTIONS

      If you have questions or need assistance concerning the procedure for
exercising rights, or if you would like additional copies of this prospectus or
the Notice of Guaranteed Delivery, you should contact the Subscription Agent at
the address set out above.

      If you have other questions concerning the Rights Offering or the Company,
you may contact:

                                R. Gregory Lewis
                             Chief Financial Officer
                           J. Alexander's Corporation
                                 P.O. Box 24300
                              3401 West End Avenue
                           Nashville, Tennessee 37203
                                 (615) 269-1900



                                       19

<PAGE>   23




TRANSFER AGENT AND REGISTRAR

      SunTrust Bank, Nashville, N.A. c/o SunTrust Bank, Atlanta, N.A. is the
transfer agent and registrar for the common stock.

                              PLAN OF DISTRIBUTION

      Promptly following the effective date of the Registration Statement that
contains this prospectus, the Company will distribute the rights and copies of
this prospectus to individuals who own shares of common stock at the close of
business on April 5, 1999. If you wish to exercise your rights and to purchase
shares, you should complete the Subscription Certificate and return it, with
payment for the shares, to the Subscription Agent, SunTrust Bank, Nashville,
N.A. at the address on page 19. See "The Rights Offering - Exercise of Rights."
If you have any questions, you should contact the Subscription Agent at the
telephone number and address on page 19.

                        FEDERAL INCOME TAX CONSIDERATIONS

      The following summarizes the material federal income tax considerations of
the Rights Offering to you and the Company. This summary is based on current
law, which is subject to change at any time, possibly with retroactive effect.
This summary is not a complete discussion of all federal income tax consequences
of the Rights Offering, and, in particular, may not address federal income tax
consequences applicable to Company shareholders subject to special treatment
under federal income tax law. In addition, this summary does not address the tax
consequences of the Rights Offering under applicable state, local or foreign tax
laws. This discussion assumes that your shares of common stock and the rights
and shares issued to you during the Rights Offering constitute capital assets.

      THIS DISCUSSION IS INCLUDED FOR YOUR GENERAL INFORMATION ONLY. YOU SHOULD
CONSULT YOUR TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES TO YOU OF THE RIGHTS
OFFERING IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING ANY STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES.

                        TAX CONSEQUENCES TO SHAREHOLDERS

ISSUANCE OF RIGHTS

      The Company believes that the Rights Offering should be characterized as a
tax-free distribution under Section 305(a) of the Internal Revenue Code of 1986,
as amended (the "Code"). However existing law is not clear as to whether the
distribution of rights to shareholders will be characterized as a distribution
under Section 305(a) of the Code or, alternatively, as a distribution under
Sections 301 and 305(b) of the Code. Under Section 305(a) of the Code, a
distribution of stock or stock rights to a corporation's shareholders is
generally tax free. Section 305(b), however, provides certain instances where a
distribution of stock or stock rights is taxable to the shareholders. One such
instance is a "disproportionate distribution" in which the distribution (or a
series of distributions) has the result of (i) the receipt of property by some
shareholders, and (ii) an increase in the proportionate interests of other
shareholders in the assets or earnings and profits of the corporation. For
purposes of this determination, the holders of the Company's convertible
debentures and holders of outstanding options will be treated as shareholders.
If required under the terms of the convertible debentures, the Rights Offering
will result in an adjustment in the conversion ratio. Such an adjustment might
have the effect of avoiding an increase



                                       20

<PAGE>   24



in the common stockholders' interests in the assets and earnings and profits of
the Company as a result of the Rights Offering (when compared to the interest of
the holders of convertible debentures). However, no such adjustment is provided
under the terms of outstanding stock options.

      The Internal Revenue Service ("IRS") may contend that the distribution of
rights is a disproportionate distribution of stock taxable to recipients of the
rights under Section 305(b) of the Code. Alternatively, the IRS may contend that
the distribution of rights is a taxable distribution of "property" (rather than
stock) within the meaning of Section 317(a) of the Code. If the IRS were to
prevail under either contention, a shareholder would be viewed as receiving a
distribution equal to the fair market value of the rights, which would be
taxable as a dividend to the extent of the Company's current and accumulated
earnings and profits. The determination of a corporation's earnings and profits
is complex, and in the case of current earnings and profits, cannot be
determined until the close of its taxable year. The Company presently has
accumulated earnings and profits, but no computation has been made of the
precise amount.

      Notwithstanding the foregoing, the Rights Offering may properly be
characterized as a tax-free distribution under Section 305(a) of the Code, in
which case it will not be taxable regardless of whether the Company has current
or accumulated earnings and profits for the year. The Company believes that the
Rights Offering should be characterized as a tax-free distribution under Section
305(a) of the Internal Revenue Code of 1986, as amended (the "Code"). However 

BASIS AND HOLDING PERIOD

      If the Rights Offering is characterized as a nontaxable Section 305(a)
distribution, except as provided below the shareholder will assign a zero tax
basis to the rights. If, however, either (i) the fair market value of the rights
on the date of distribution is equal to 15% or more of the fair market value of
the common stock with respect to which they are received, or (ii) the
shareholder elects, in his or her federal income tax return for the taxable year
in which the rights are received, to allocate part of the tax basis of the
common stock to the rights, then upon exercise of the rights, the shareholder's
tax basis in the common stock will be allocated between the common stock and the
rights in proportion to the fair market values of each on the date of the
distribution of the rights.

      Regardless of the value of the rights, if the Rights Offering is treated
as a nontaxable Section 305(a) distribution, the holding period of the rights
received as a distribution on the shareholder's common stock will include the
shareholder's holding period for the common stock with respect to which the
rights were issued.

      If, however, the Rights Offering is characterized as a taxable dividend,
each shareholder will have a tax basis in the rights equal to the fair market
value of the rights on the date of the Rights Offering and the holding period of
the rights will commence on the day after the date of the distribution.

LAPSE OF RIGHTS

      If the Rights Offering is characterized as a nontaxable Section 305(a)
distribution, a shareholder who allows rights received by him or her to lapse
without exercising them will not recognize any gain or loss, and, as the rights
were not exercised, no adjustment will be made to the tax basis of the common
stock owned by the shareholder. If, however, the Rights Offering is
characterized as a taxable dividend, a shareholder who allowed the rights to
lapse will have a short-term capital loss an amount equal to his or her tax
basis in


                                       21

<PAGE>   25



the rights (as discussed above), and no adjustment will be made to the tax basis
of the common stock owned by the shareholder.

EXERCISE OF RIGHTS

      A shareholder will not recognize any gain or loss upon the exercise of
rights. The tax basis of common stock acquired through exercise of rights will
be equal to the sum of the Exercise Price therefor and the holder's tax basis in
the rights, if any. The holding period for the common stock acquired through
exercise of the rights will begin on the day following the date the rights are
considered exercised.

COMMON STOCK ACQUIRED

      The sale or other disposition of common stock acquired will result in the
recognition of gain or loss by the holder of such common stock in an amount
equal to the difference between the amount realized and the holder's adjusted
tax basis in the common stock. Any such gain or loss will generally be capital
gain or loss.


                             TAXATION OF THE COMPANY

      The Company will not recognize any gain, other income or loss upon the
issuance of the rights, the lapse of the rights or the receipt of payment for
shares upon exercise of the rights.

                                  LEGAL MATTERS

      The validity of the issuance of the shares of common stock offered hereby
will be passed upon for the Company by Bass, Berry & Sims PLC, Nashville,
Tennessee. Certain members of Bass, Berry & Sims PLC beneficially own shares of
the common stock.

                                     EXPERTS

      The consolidated financial statements of J. Alexander's Corporation
appearing in J. Alexander's Corporation's Annual Report (Form 10-K) for the year
ended January 3, 1999, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.


                                       22

<PAGE>   26



                    IF YOU WOULD LIKE ADDITIONAL INFORMATION

      The Company files annual, quarterly and special reports, proxy statements
and other information with the U.S. Securities and Exchange Commission ("SEC").
You may read and copy this information at the SEC's public reference rooms,
which are located at:

      450 Fifth Street, NW                      7 World Trade Center, Suite 1300
      Washington, DC  20549                     New York, NY 10048

      500 West Madison Street, Suite 1400
      Chicago, IL       60661-2511


      Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. This information is also available on-line through the
SEC's Electronic Data Gathering, Analysis, and Retrieval System (EDGAR), located
on the SEC's web site (http://www.sec.gov.).

      Also, the Company will provide you (free of charge) with any of its
documents filed with the SEC. To get your free copies, please call or write:

                                R. Gregory Lewis
                             Chief Financial Officer
                           J. Alexander's Corporation
                                 P.O. Box 24300
                              3401 West End Avenue
                           Nashville, Tennessee 37203
                                 (615) 269-1900

      The Company has filed a Registration Statement with the SEC on Form S-3
with respect to the Rights Offering. This prospectus is a part of the
Registration Statement, but the prospectus does not repeat important information
that you can find in the Registration Statement, reports and other documents
that the Company filed with the SEC. The SEC allows the Company to "incorporate
by reference" those documents, which means that the Company can disclose
important information to you by referring you to other documents. The documents
that are incorporated by reference are legally considered to be a part of this
prospectus. The documents incorporated by reference are:

      (1)       Annual Report on Form 10-K for the year ended January 3, 1999;

      (2)       The description of the common stock contained in the Company's 
                Form 8-A, as amended; and

      (3)       Any filings with the SEC pursuant to Sections 13(a), 13(c), 14
                or 15(d) of the Exchange Act of 1934 between the date of this
                prospectus and the termination of the Rights Offering.

As you read the above documents, you may find some inconsistencies in
information from one document to another. If you find inconsistencies between
the documents, or between a document and this prospectus, you should rely on the
statements made in the most recent document.


                                       23

<PAGE>   27



      You should rely only on the information in this prospectus or incorporated
by reference. The Company has not authorized anyone to provide you with any
different information.

      PROSPECTIVE INVESTORS MAY RELY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE
INVESTORS WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS.
THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THIS
PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY SECURITIES
OTHER THAN THE SHARES OF COMMON STOCK TO BE ISSUED PURSUANT TO THE RIGHTS
OFFERING. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF THE
DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THESE SECURITIES.

      NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO
PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS IN ANY SUCH JURISDICTION. PERSONS WHO COME INTO POSSESSION OF
THIS PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND
THE DISTRIBUTION OF THIS PROSPECTUS APPLICABLE IN THE JURISDICTION.


                                       24

<PAGE>   28



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      The following table sets forth the expenses in connection with this
Registration Statement. The Company will pay all expenses of the Rights
Offering. All such expenses are estimates, other than the filing fees payable to
the Securities and Exchange Commission and the New York Stock Exchange.

<TABLE>
<S>                                                              <C>
Securities and Exchange Commission Filing Fee..................  $      1,133
New York Stock Exchange Listing Fee............................         3,802
Printing Fees and Expenses.....................................        20,000
Legal Fees and Expenses........................................        75,000
Accounting Fees and Expenses...................................        25,000
Subscription Agent Fee.........................................        10,000
Miscellaneous..................................................        15,065
                                                                 ------------
Total..........................................................  $    150,000
</TABLE>


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) the director or officer acted in
good faith, (ii) in the case of conduct in his or her official capacity with the
corporation, the director or officer reasonably believed such conduct was in the
corporation's best interest, (iii) in all other cases, the director or officer
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director or officer had no reasonable cause to believe that his or her conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. In cases where the director or
officer is wholly successful, on the merits or otherwise, in the defense of any
proceeding instigated because of his or her status as an officer or director of
a corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) such
officer or director was adjudged liable to the corporation in a proceeding by or
in right of the corporation; (ii) such officer or director was adjudged liable
on the basis that personal benefit was improperly received by him; or (iii) such
officer or director breached his duty of care to the corporation.

      Paragraph 10 of the Company's Charter, as amended (the "Charter"),
provides that to the fullest extent permitted by law no director of the Company
shall be personally liable to the Company or any of its


                                      II-1

<PAGE>   29



shareholders for monetary damages for breach of any fiduciary duty as a
director. Under the TBCA, this Charter provision relieves the Company's
directors from personal liability to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director except for liability
arising from (i) any breach of a director's duty of loyalty to the Company or
its shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) any unlawful
distributions. In addition, the Company's bylaws provide that the Company shall
indemnify all present and future directors and officers (and any person who may
have served at its request as an officer or director of another company in which
the Company owns shares of its capital stock) to the fullest extent permitted by
law.

ITEM 16.       EXHIBIT INDEX

EXHIBIT
  NO.          DESCRIPTION
-------        ----------------------------------------------------------------

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

  4.2          Amendment to Charter dated February 7, 1997 (Exhibit 3(a)(2) of
               the Registrant's Annual Report on Form 10-K for the year ended
               December 29, 1996, is incorporated herein by reference)

  4.3          Restated Bylaws as currently in effect (Exhibit 3(b) of the
               Registrant's Annual Report on Form 10-K for the year ended
               January 3, 1999, is incorporated herein by reference)

  4.4          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)

  4.5          Rights Agreement dated May 16, 1989, by and between the
               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)

  4.6          Amendments 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)

  4.7          Amendment to Rights Agreement dated March 22, 1999, by and
               between the Registrant and SunTrust Bank (amending Rights
               Agreement dated May 16, 1989) (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)

  4.8          Form of Subscription Rights Agreement by and between the Company
               and SunTrust Bank, Nashville, N.A., as Subscription Agent

    5          Opinion of Bass, Berry & Sims PLC

 23.1          Consent of Bass, Berry & Sims PLC (included in Exhibit 5)




                                      II-2

<PAGE>   30


EXHIBIT
  NO.          DESCRIPTION
-------        ------------------------------------------------------------

  23.2         Consent of Ernst & Young LLP

  24           Power of Attorney (included on signature page)

  99.1         Form of Subscription Certificate

  99.2         Form of Notice of Guaranteed Delivery for Subscription
               Certificates

ITEM 17.  UNDERTAKINGS

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes:

      (1)       To file during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement
                to include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement.

      (2)       That for the purpose of determining any liability under the
                Securities Act of 1933, each post-effective amendment that
                contains a form of prospectus shall be deemed to be a new
                registration statement relating to the securities offered
                therein, and the offering of such securities at that time shall
                be the initial bona fide offering thereof.

      (3)       To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

      (4)       That for purposes of determining any liability under the
                Securities Act of 1933, the information omitted from the form of
                prospectus filed as part of this registration statement in
                reliance on Rule 430A and contained in a form of prospectus
                filed by the registrant pursuant to Rule 424(b)(1) or (4) or
                497(h) under the Securities Act shall be deemed to be part of
                this registration statement as of the time it is declared
                effective.



                                      II-3

<PAGE>   31



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Nashville, Davidson County, Tennessee, on March 23, 1999.

                           J. ALEXANDER'S CORPORATION

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

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 23, 1999. Each of the undersigned officers and
directors of the registrant hereby constitutes Lonnie J. Stout II and R. Gregory
Lewis, any of whom may act, his true and lawful attorneys-in-fact with full
power to sign for him and in his name in the capacities indicated below and to
file any and all amendments to the registration statement filed herewith
(including post-effective amendments), making such changes in the registration
statement as the registrant deems appropriate, and to sign and file any other
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and generally to do
all such things in his name and behalf in his capacity as an officer and
director to enable the registrant to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission.

<TABLE>
<CAPTION>
SIGNATURE                           TITLE
---------------------------------   ----------------------------------------------------
<S>                                 <C>
    /s/ Lonnie J. Stout II          Director and Chairman, President and Chief Executive
---------------------------------   Officer (Principal Executive Officer)
Lonnie J. Stout II                  


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


    /s/ Mark A. Parkey              Controller
---------------------------------   (Principal Accounting Officer)
Mark A. Parkey                      

    /s/ Earl Beasley, Jr.
---------------------------------
Earl Beasley, Jr.                   Director
</TABLE>



                                      II-4

<PAGE>   32
<TABLE>
<CAPTION>
SIGNATURE                           TITLE
---------------------------------   --------------------------------------------
<S>                                 <C>
    /s/ E. Townes Duncan                            
---------------------------------
E. Townes Duncan                     Director


    /s/ Garland G. Fritts                           
---------------------------------
Garland G. Fritts                    Director


    /s/ John L.M. Tobias         
---------------------------------
John L.M. Tobias                     Director
</TABLE>




                                      II-5

<PAGE>   33




EXHIBIT INDEX

EXHIBIT
  NO.          DESCRIPTION
-------        ----------------------------------------------------------------

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

  4.2          Amendment to Charter dated February 7, 1997 (Exhibit 3(a)(2) of
               the Registrant's Annual Report on Form 10-K for the year ended
               December 29, 1996, is incorporated herein by reference)

  4.3          Restated Bylaws as currently in effect (Exhibit 3(b) of the
               Registrant's Annual Report on Form 10-K for the year ended
               January 3, 1999, is incorporated herein by reference)

  4.4          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)

  4.5          Rights Agreement dated May 16, 1989, by and between the
               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)

  4.6          Amendments 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)

  4.7          Amendment to Rights Agreement dated March 22, 1999, by and
               between the Registrant and SunTrust Bank (amending Rights
               Agreement dated May 16, 1989) (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)

  4.8          Form of Subscription Rights Agreement by and between the Company
               and SunTrust Bank, Nashville, N.A., as Subscription Agent

  5            Opinion of Bass, Berry & Sims PLC

  23.1         Consent of Bass, Berry & Sims PLC (included in Exhibit 5)

  23.2         Consent of Ernst & Young LLP

  24           Power of Attorney (included on signature page)

  99.1         Form of Subscription Certificate

  99.2         Form of Notice of Guaranteed Delivery for Subscription
               Certificates











