8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
July 16, 2003 (July 15, 2003)

O’CHARLEY’S INC.

(Exact Name of Registrant as Specified in Charter)

Tennessee	0-18629	62-1192475
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3038 Sidco Drive, Nashville, Tennessee	37204
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 256-8500

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

Ex-99.1 Press Release

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     The following exhibit is furnished pursuant to Items 9 and 12:

99.1 Press Release dated July 15, 2003.

Item 9. Regulation FD Disclosure.

     The information contained in this Item 9 is being furnished pursuant to Item 9 and Item 12, “Results of Operations and Financial Condition.”

     A press release issued by O’Charley’s Inc. on July 15, 2003 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	O’CHARLEY’S INC.
	By:	/s/ A. Chad Fitzhugh
		Name: Title:	A. Chad Fitzhugh Chief Financial Officer, Secretary and Treasurer
Date: July 15, 2003

3

EXHIBITS

99.1 Press Release dated July 15, 2003

4 EX-99.1 3 g83837exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [FORBES 2002 LOGO] O'CHARLEY'S INC. NEWS RELEASE CONTACT: A. Chad Fitzhugh Chief Financial Officer (615) 782-8818 O'CHARLEY'S REVISES OUTLOOK FOR SECOND QUARTER NASHVILLE, Tenn. (July 15, 2003) -- O'Charley's Inc. (NASDAQ/NM: CHUX), a leading casual dining restaurant company, today announced it has revised its outlook for the second quarter ended July 13, 2003. The Company will report full results for the second quarter and its revised outlook for the second half of fiscal 2003 on August 8, 2003. The Company reported that same store sales at O'Charley's declined by 2.6% for the second quarter, and its Ninety Nine Restaurant & Pub concept reported a same store sales increase of 0.9%. Same store sales for Stoney River Legendary Steaks were up 0.1% when compared with the prior-year period. As a result, the Company expects to report earnings in the range of $0.26 to $0.28 per diluted share for the second quarter. Commenting on the announcement, Gregory L. Burns, chairman and chief executive officer of O'Charley's Inc. stated, "While internal operating statistics remain strong, it is clear that the sales performance at our O'Charley's concept does not match these measures. We are determined to deliver results consistent with our long-term track record and long-term goals. We have always believed the key to improved sales is to excel at the basics of operations and to demonstrate a strong price/value relationship to our customers. We have already undertaken a number of marketing initiatives at the O'Charley's concept that we believe will clarify the value we provide to our customers. We will also be implementing a number of sales and operating initiatives at the O'Charley's concept over the next several weeks intended to enhance our service levels and product offerings. Integration of the Ninety Nine concept is progressing well, and we believe we have the opportunity to realize additional synergies as we continue to implement best practices among our concepts. We will be prepared to discuss many of these initiatives in more detail during our second quarter conference call on August 8, 2003." O'Charley's Inc. operates 199 O'Charley's restaurants in 16 states in the Southeast and Midwest. The menu, with an emphasis on fresh preparation, features several specialty items such as hand-cut and aged steaks, a variety of seafood, chicken that is always fresh and never frozen, homemade yeast rolls, fresh-cut salads with special-recipe salad dressings and signature caramel pie. The Company also operates Ninety Nine Restaurant & Pub in 82 locations throughout Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. Ninety Nine has earned a strong reputation for providing generous portions of high quality food at moderate prices in a comfortable, relaxed atmosphere. The menu features a wide selection of appetizers, salads, sandwiches, burgers, entrees and desserts. In addition, the Company operates six Stoney River Legendary Steaks restaurants in Georgia, Illinois, Kentucky and Tennessee. The dinner-only steakhouse concept appeals to both upscale casual dining and fine dining customers by offering high quality food and attentive customer service typical of high-end steakhouses at more moderate prices. -MORE- 3038 Sidco Drive - Nashville, TN 37204 - (615) 256-8500 CHUX Revises Outlook for Second Quarter Page 2 July 15, 2003 Certain statements contained herein, including, but not limited to, statements containing the words "believe," "anticipate," "expect," "will," "may," "might," "should," "likely," "assumes," "estimate," "intend," "appear" and words of similar import, and statements regarding our estimated financial performance, business strategy and plans constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations and may be affected by certain risks and uncertainties, including, but not limited to, completion of the compilation and review of the Company's results of operations for the second quarter of 2003, the Company's ability to successfully integrate the Ninety Nine Restaurant & Pub acquisition, changes in consumer tastes or dining patterns, the adverse effect that any war, terrorist acts or other hostilities, adverse weather, adverse general economic conditions and changes in food, utility and other commodity costs may have on our results of operations and the other risks described in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 29, 2002, under the caption "Forward-looking Statements/Risk Factors" and in the Company's other filings with the Securities and Exchange Commission. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by us that our objectives and plans will be achieved and the Company's actual results could differ materially from such forward-looking statements. The Company does not undertake any obligation to publicly release any revisions to the forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. -END- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                EXHIBIT 99.1

                                                           [FORBES 2002 LOGO]

O'CHARLEY'S INC.

NEWS RELEASE

CONTACT: A. Chad Fitzhugh
         Chief Financial Officer
         (615) 782-8818

                 O'CHARLEY'S REVISES OUTLOOK FOR SECOND QUARTER

NASHVILLE, Tenn. (July 15, 2003) -- O'Charley's Inc. (NASDAQ/NM: CHUX), a
leading casual dining restaurant company, today announced it has revised its
outlook for the second quarter ended July 13, 2003. The Company will report full
results for the second quarter and its revised outlook for the second half of
fiscal 2003 on August 8, 2003.

         The Company reported that same store sales at O'Charley's declined by
2.6% for the second quarter, and its Ninety Nine Restaurant & Pub concept
reported a same store sales increase of 0.9%. Same store sales for Stoney River
Legendary Steaks were up 0.1% when compared with the prior-year period. As a
result, the Company expects to report earnings in the range of $0.26 to $0.28
per diluted share for the second quarter.

         Commenting on the announcement, Gregory L. Burns, chairman and chief
executive officer of O'Charley's Inc. stated, "While internal operating
statistics remain strong, it is clear that the sales performance at our
O'Charley's concept does not match these measures. We are determined to deliver
results consistent with our long-term track record and long-term goals. We have
always believed the key to improved sales is to excel at the basics of
operations and to demonstrate a strong price/value relationship to our
customers. We have already undertaken a number of marketing initiatives at the
O'Charley's concept that we believe will clarify the value we provide to our
customers. We will also be implementing a number of sales and operating
initiatives at the O'Charley's concept over the next several weeks intended to
enhance our service levels and product offerings. Integration of the Ninety Nine
concept is progressing well, and we believe we have the opportunity to realize
additional synergies as we continue to implement best practices among our
concepts. We will be prepared to discuss many of these initiatives in more
detail during our second quarter conference call on August 8, 2003."

         O'Charley's Inc. operates 199 O'Charley's restaurants in 16 states in
the Southeast and Midwest. The menu, with an emphasis on fresh preparation,
features several specialty items such as hand-cut and aged steaks, a variety of
seafood, chicken that is always fresh and never frozen, homemade yeast rolls,
fresh-cut salads with special-recipe salad dressings and signature caramel pie.
The Company also operates Ninety Nine Restaurant & Pub in 82 locations
throughout Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and
Vermont. Ninety Nine has earned a strong reputation for providing generous
portions of high quality food at moderate prices in a comfortable, relaxed
atmosphere. The menu features a wide selection of appetizers, salads,
sandwiches, burgers, entrees and desserts. In addition, the Company operates six
Stoney River Legendary Steaks restaurants in Georgia, Illinois, Kentucky and
Tennessee. The dinner-only steakhouse concept appeals to both upscale casual
dining and fine dining customers by offering high quality food and attentive
customer service typical of high-end steakhouses at more moderate prices.



                                     -MORE-

             3038 Sidco Drive - Nashville, TN 37204 - (615) 256-8500





CHUX Revises Outlook for Second Quarter
Page 2
July 15, 2003



         Certain statements contained herein, including, but not limited to,
statements containing the words "believe," "anticipate," "expect," "will,"
"may," "might," "should," "likely," "assumes," "estimate," "intend," "appear"
and words of similar import, and statements regarding our estimated financial
performance, business strategy and plans constitute forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on our current
expectations and may be affected by certain risks and uncertainties, including,
but not limited to, completion of the compilation and review of the Company's
results of operations for the second quarter of 2003, the Company's ability to
successfully integrate the Ninety Nine Restaurant & Pub acquisition, changes in
consumer tastes or dining patterns, the adverse effect that any war, terrorist
acts or other hostilities, adverse weather, adverse general economic conditions
and changes in food, utility and other commodity costs may have on our results
of operations and the other risks described in the Company's Annual Report on
Form 10-K/A for the fiscal year ended December 29, 2002, under the caption
"Forward-looking Statements/Risk Factors" and in the Company's other filings
with the Securities and Exchange Commission. In light of the significant
uncertainties inherent in the forward-looking statements included herein, you
should not regard the inclusion of such information as a representation by us
that our objectives and plans will be achieved and the Company's actual results
could differ materially from such forward-looking statements. The Company does
not undertake any obligation to publicly release any revisions to the
forward-looking statements contained herein to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.

                                      -END-