-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QKBBbJ6nA12FmX4Glka6xRPCphMoZRHxVF2WCOIU0phVpFz3C8/jPbKxHKyCE5Sg L3riyV3OSGL/2puYpBlzIg== 0000921895-07-002870.txt : 20071218 0000921895-07-002870.hdr.sgml : 20071218 20071218174800 ACCESSION NUMBER: 0000921895-07-002870 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071214 FILED AS OF DATE: 20071218 DATE AS OF CHANGE: 20071218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: O CHARLEYS INC CENTRAL INDEX KEY: 0000864233 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 621192475 STATE OF INCORPORATION: TN FISCAL YEAR END: 1227 BUSINESS ADDRESS: STREET 1: 3038 SIDCO DR CITY: NASHVILLE STATE: TN ZIP: 37204 BUSINESS PHONE: 6152568500 MAIL ADDRESS: STREET 1: 3038 SIDEO DR CITY: NASHVILLE STATE: TN ZIP: 37204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESCENDO PARTNERS III LP CENTRAL INDEX KEY: 0001405546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18629 FILM NUMBER: 071314343 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 319-7676 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESCENDO PARTNERS II LP CENTRAL INDEX KEY: 0001219602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18629 FILM NUMBER: 071314344 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESCENDO INVESTMENTS III LLC CENTRAL INDEX KEY: 0001405544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18629 FILM NUMBER: 071314345 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 319-7676 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESCENDO INVESTMENTS II LLC CENTRAL INDEX KEY: 0001280745 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18629 FILM NUMBER: 071314346 MAIL ADDRESS: STREET 1: 10 E. 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSENFELD ERIC CENTRAL INDEX KEY: 0001219603 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18629 FILM NUMBER: 071314347 BUSINESS ADDRESS: STREET 1: C/O CRESCENDO PARTNERS II LP STREET 2: 350 PARK AVENUE 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123197676 4 1 ros9.xml X0202 4 2007-12-14 0 0000864233 O CHARLEYS INC CHUX 0001219603 ROSENFELD ERIC C/O CRESCENDO PARTNERS II, L.P. 825 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 0 0 1 0 0001280745 CRESCENDO INVESTMENTS II LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses 0001405544 CRESCENDO INVESTMENTS III LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses 0001219602 CRESCENDO PARTNERS II LP 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses 0001405546 CRESCENDO PARTNERS III LP 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses Common Stock, no par value 2007-12-14 4 P 0 45000 15.4823 A 2214250 I By Crescendo Partners II, L.P., Series Z Common Stock, no par value 2007-12-17 4 P 0 50000 15.4732 A 2264250 I By Crescendo Partners II, L.P., Series Z Common Stock, no par value 136474 I By Crescendo Partners III, L.P. This Form 4 is filed jointly by Crescendo Partners II, L.P., Series Z ("Crescendo Partners II"), Crescendo Investments II, LLC, ("Crescendo Investments II"), Crescendo Partners III, L.P., ("Crescendo Partners III"), Crescendo Investments III, LLC, ("Crescendo Investments III") and Eric Rosenfeld (collectively the "Reporting Persons"). Crescendo Investments II is the general partner of Crescendo Partners II. Crescendo Investments III is the general partner of Crescendo Partners III. The managing member of each of Crescendo Investments II and Crescendo Investments III is Eric Rosenfeld. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Consists of Shares owned by Crescendo Partners II. Crescendo Investments II, as the general partner of Crescendo Partners II, may be deemed to beneficially own the Shares owned by Crescendo Partners II. Mr. Rosenfeld, as the managing member of Crescendo Investments II, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners II. Each of Mr. Rosenfeld and Crescendo Investments II disclaims beneficial ownership of the Shares owned by Crescendo Partners II except to the extent of his or its pecuniary interest therein. Consists of Shares owned by Crescendo Partners III. Crescendo Investments III, as the general partner of Crescendo Partners III, may be deemed to beneficially own the Shares owned by Crescendo Partners III. Mr. Rosenfeld, as the managing member of Crescendo Investments III, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners III. Each of Mr. Rosenfeld and Crescendo Investments III disclaims beneficial ownership of the Shares owned by Crescendo Partners III except to the extent of his or its pecuniary interest therein. By: /s/ Eric Rosenfeld 2007-12-18 By: Crescendo Investments II, LLC, By: /s/ Eric Rosenfeld, Managing Member 2007-12-18 By: Crescendo Investments III, LLC, By: /s/ Eric Rosenfeld, Managing Member 2007-12-18 By: Crescendo Partners III, L.P., Series Z, By: Crescendo Investments III, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member 2007-12-18 By: Crescendo Partners III, L.P., By: Crescendo Investments III, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member 2007-12-18 -----END PRIVACY-ENHANCED MESSAGE-----