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):

March 12, 2008

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction
of incorporation) 0-20574
(Commission File Number) 51-0340466
(IRS Employer Identification No.)

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(818) 871-3000

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 12, 2008, The Cheesecake Factory Incorporated (the “Company”) entered into an interest collar agreement with Bank of the West, effective March 5, 2008, as a cash flow hedge against the LIBO Rate movements on Amendment No. 1, dated as of March 5, 2008, to its five year, $200 million unsecured revolving credit facility, dated as of April 3, 2007, with JPMorgan Chase Bank (collectively, the “Credit Facility”).  The collar agreement relates only to the LIBO Rate portion of the interest and not the Applicable Margin. This agreement, which has a termination date of April 3, 2012, provides for the Company to pay interest at a rate between 2.54% and 4.50% on a notional amount of $100 million while receiving interest for the same period at the LIBO Rate on the same notional amount. The Company expects that the interest rate collar will qualify as an effective cash flow hedge under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  As such, any changes in the fair value of the derivative are recorded in other comprehensive income on the consolidated balance sheets until earnings are affected by the variability of cash flows.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1Cap/Floor Collar Transaction dated as of March 5, 2008 between The Cheesecake Factory Incorporated and Bank of the West

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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.

Date:      March 17, 2008	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ MICHAEL J. DIXON
		Michael J. Dixon
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Cap/Floor Collar Transaction dated as of March 5, 2008 between The Cheesecake Factory Incorporated and Bank of the West

EX-99.1

Exhibit 99.1

Collar #50

TO:	The Cheesecake Factory Incorporated
	26950 Agoura Road
	Calabasas Hills CA 91301
Contact:	Sharon Drabeck
RE:	INTEREST RATE PROTECTION AGREEMENT
DATE:	March 5, 2008

Dear Ms. Drabeck,

The purpose of this letter is to confirm the terms and conditions of the Derivative Transaction entered into between us on the Trade Date specified below (the “Specified Transaction”).  This letter agreement constitutes a “Confirmation” as referred to in the 1992 ISDA Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association - ISDA) are incorporated into this Confirmation.  In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

Each party will make payment specified in the Confirmation as being payable by it, no later than the due date for value on that date in the place of the account specified below, in freely transferable funds and in the manner customary for payment in the required currency.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated, February 28, 2008, and Schedule dated as of, February 28, 2008, and as amended and supplemented from time to time (the “Master Agreement”), between you and us.  All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.

The terms of the particular Rate Protection Transaction to which this Confirmation relates are as follows:

TYPE OF TRANSACTION:	Interest Rate Collar
NOTIONAL AMOUNT:	$100,000,000.00
TRADE DATE:	March 5, 2008
EFFECTIVE DATE:	March 5, 2008

TERMINATION DATE: April 3, 2012

FLOOR PAYMENT AMOUNTS:
FLOOR RATE PAYER (Seller):	The Cheesecake Factory Incorporated
FLOOR PREMIUM:	None
FLOOR STRIKE RATE:	2.54%
FLOOR RATE OPTION:	USD-LIBOR-BBA
DESIGNATED MATURITY:	Three (3) Month
SPREAD:	N/A
FLOOR RATE DAY COUNT FRACTION:	Actual/360
RESET DATES:	Two (2) London Business days prior to the first day of each calculation period.
FLOOR SETTLEMENT DATES:	The fifth calendar day of each March, June, September, and December, commencing June 5, 2008, to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
COMPOUNDING:	Not Applicable
CALCULATION AGENT:	Bank of the West
BUSINESS DAY CENTERS:	New York
ROUNDING CONVENTION:	The simple arithmetic mean of rates expressed as a percentage rounded to five decimal places.
CAP PAYMENT AMOUNTS:
CAP RATE PAYER (Seller):	Bank of the West
CAP PREMIUM:	None
CAP STRIKE RATE:	4.50%
CAP RATE OPTION:	USD-LIBOR-BBA
DESIGNATED MATURITY:	Three (3) Month
SPREAD:	None

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CAP RATE DAY COUNT FRACTION:	Actual/360
RESET DATES:	Two (2) London Business days prior to the first day of each calculation period.
CAP SETTLEMENT DATES:	The fifth calendar day of each March, June, September, and December, commencing June 5, 2008, to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
COMPOUNDING:	Not Applicable
CALCULATION AGENT:	Bank of the West
BUSINESS DAY CENTERS:	New York
ROUNDING CONVENTION:	The simple arithmetic mean of rates expressed as a percentage rounded to five decimal places.
BANK OF THE WEST
PAYMENT INSTRUCTIONS:	Bank of the West will debit The Cheesecake Factory Incorporated by ACH account# (TBD) for any resulting payments due from the customer.
THE CHEESECAKE FACTORY INCORPORATED
PAYMENT INSTRUCTIONS:	Bank of the West will credit Cheesecake Factory Incorporated by ACH account# (TBD)for any resulting payments due to the customer.

Each party represents to the other party on the date hereof that (absent a written agreement between the parties that expressly imposes affirmative obligation to the contrary for this transaction):

(A) Non Reliance.  It has made its own independent decision to enter into this transaction, is acting at arm’s length for its own account, and is not relying on any communication (written or oral) of the other party as a recommendation or investment advice regarding this transaction.

(b) Evaluation and understanding.  It has the capability to evaluate and understand (on its own behalf or through independent professional advice), and does understand, the terms, conditions and risks of this transaction and is willing to accept those terms and conditions and to assume (financially and otherwise) those risks.

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Each party hereby agrees to make payments to the other in accordance with this Confirmation and the Master Agreement.  Please confirm your Agreement to be bound by the terms of the foregoing by executing this Confirmation and returning it to:

Bank of the West - Capital Markets

Attention: Brandi Hairston

300 S. Grand Ave., SC-CAL-07-D

Los Angeles, CA  90071

Telephone number (213) 972-0547

We are very pleased to have executed this Interest Rate Collar Transaction with The Cheesecake Factory Incorporated

Confirmed as of the

date first above written:

For and on behalf of:
BANK OF THE WEST
By:	/s/ Robert Thomas
Name:  Robert Thomas
Title:  VP & Capital Markets Planning and Compliance Manager
For and on behalf of:
THE CHEESECAKE FACTORY INCORPORATED
By:	/s/ Michael J. Dixon
Name:  Michael J. Dixon
Title:    SVP, Finance, Chief Financial Officer

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