-----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, QBbqMra2tHzkWEuN7sOKQDMcd2MnRqJVeWZMDwAs+DgdkcOiXafy+pYzv8wC1tpY dYeCTBaHZ/Jb8DgtEPsRVg== 0000950144-03-011647.txt : 20031021 0000950144-03-011647.hdr.sgml : 20031021 20031021091237 ACCESSION NUMBER: 0000950144-03-011647 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031021 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18629 FILM NUMBER: 03948880 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 8-K 1 g85340e8vk.htm O'CHARLEY'S INC. O'Charley's Inc.
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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):
October 21, 2003 (October 21, 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)

 

Item 9. Regulation FD Disclosure.
SIGNATURES
EXHIBITS
Ex-99.1 Press Release

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Item 9.   Regulation FD Disclosure.

     The Company announced today that it intends to offer, through a private placement, subject to market and other conditions, $125 million in aggregate principal amount of senior subordinated notes due 2013. The announcement is set forth in the press release furnished herewith as Exhibit 99.1.

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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: October 21, 2003            

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EXHIBITS

99.1   Press Release, dated October 21, 2003

4 EX-99.1 3 g85340exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [O'CHARLEY'S INC. LOGO] [FORBES 2002 LOGO] NEWS RELEASE CONTACT: A. Chad Fitzhugh Chief Financial Officer (615) 782-8818 O'CHARLEY'S ANNOUNCES PROPOSED SENIOR SUBORDINATED NOTES OFFERING NASHVILLE, Tenn. (October 21, 2003) -- O'Charley's Inc. (NASDAQ/NM: CHUX) today announced that it intends to offer, subject to market and other conditions, $125 million in aggregate principal amount of senior subordinated notes due 2013. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act. The interest rate, offering price, ultimate aggregate principal amount and other terms of the notes are to be determined by negotiations between the Company and the initial purchasers of the notes. The notes will be guaranteed on an unsecured, senior subordinated basis by certain of the Company's subsidiaries. The Company plans to use the net proceeds of the offering together with the net proceeds the Company has received from a recently completed sale and leaseback transaction to repay the outstanding term loan and a portion of the currently outstanding revolving credit loans under the Company's senior secured credit facility. The securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. The foregoing statements regarding the Company's intentions with respect to the contemplated offering and other transactions described above are forward-looking statements under the Private Securities Litigation Reform Act of 1995, and actual results could vary materially from the statements made. The Company's ability to complete the offering and other transactions described above successfully is subject to various risks, many of which are outside of its control, including prevailing conditions in the capital markets and other risks and uncertainties as detailed from time to time in the reports filed by the Company with the Securities and Exchange Commission. -END- 3038 Sidco Drive * Nashville, TN 37204 * (615) 256-8500 -----END PRIVACY-ENHANCED MESSAGE-----