<PAGE> 1
As filed with the Securities and Exchange Commission on May 7, 1996
File No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
O'CHARLEY'S INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1192475
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
3038 SIDCO DRIVE, NASHVILLE, TENNESSEE 37204
(615) 256-8500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
GREGORY L. BURNS
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
3038 SIDCO DRIVE, NASHVILLE, TENNESSEE 37204
(615) 256-8500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of communications to:
J. PAGE DAVIDSON
BASS, BERRY & SIMS PLC
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this 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, 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 number for the same offering. / /______________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Each Class of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price per Share (1) Offering Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 240,000 $15.00 $3,600,000 $1,242
=========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
sales prices of the Company's Common Stock on May 3, 1996, as reported
by The Nasdaq Stock Market's National Market.
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE> 2
240,000 SHARES
O'CHARLEY'S INC.
COMMON STOCK
----------
All of the 240,000 shares (the "Shares") of Common Stock, no par value
per share (the "Common Stock"), of O'Charley's Inc. (the "Company") offered
hereby are being offered by certain shareholders of the Company (the "Selling
Shareholders"). See "Selling Shareholders." The Company will not receive any
proceeds from the sale of the Common Stock offered hereby.
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co. or others in privately
negotiated transactions for the account of each of the Selling Shareholders or
others at prices at or near the market price or in other privately negotiated
transactions. See "Plan of Distribution."
The Company has agreed to bear all expenses (other than selling
commissions relating to the Shares) in connection with the registration and sale
of the Shares being registered hereby. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities and the Selling Shareholders
have agreed to indemnify the Company against certain liabilities in connection
with this offering, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market's National Market
(the "Nasdaq National Market") under the symbol "CHUX." The last reported sale
price per share of the Common Stock on the Nasdaq National Market on May 3, 1996
was $15 1/8.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the Common Stock to which it relates.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities offered hereby in any jurisdiction in which it is
not lawful or to any person to whom it is not lawful to make any such offer or
solicitation.
The date of this Prospectus is May 7, 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form S-3 under the
Securities Act with respect to the Shares of Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto. Certain items are omitted in accordance with
the rules and regulations of the Commission. Statements contained in this
Prospectus concerning the provisions or contents of any contract or other
document referred to herein are not necessarily complete. With respect to each
such contract or agreement or document, reference is made to such document for a
more complete description, and each such statement is deemed to be qualified in
all respects by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files proxy statements, reports, and other information
with the Commission. Such proxy statements, reports, and other information may
be inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices located
at Seven World Trade Center, New York, New York 10048 and Northwestern Atrium
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. The Common
Stock is listed on the Nasdaq National Market, and such proxy statements,
reports, and other information may be inspected at the offices of the National
Association of Securities Dealers, Inc., Corporate Financing Department, 9513
Key West Avenue, 3rd Floor, Rockville, Maryland 20850.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed by the Company
with the Commission are hereby incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(ii) The Company's Current Report on Form 8-K, dated January
5, 1996, as amended on Form 8-K/A, dated March 19, 1996; and
(iii) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A, including all
amendments and reports filed for the purpose of updating such
description prior to the termination of the offering.
All reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus. Subject to the foregoing, all information appearing in this
Prospectus is qualified in its entirety by the information appearing in the
documents incorporated herein by reference.
2
<PAGE> 4
The Company undertakes to provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any document incorporated by
reference herein (not including exhibits to those documents unless such exhibits
are specifically incorporated by reference into the information incorporated
into this Prospectus). Requests for such documents should be directed to A. Chad
Fitzhugh, Secretary, O'Charley's Inc., 3038 Sidco Drive, Nashville, Tennessee
37204, telephone number (615) 256-8500.
THE COMPANY
The Company operates and franchises casual dining, full service
restaurants under the O'Charley's name. The Company's strategy is to compete in
both the casual adult and family dining market segments by featuring:
- a broad menu selection, including prime rib, steaks, poultry,
fresh seafood, salads, sandwiches and pasta, that is intended
to appeal to a wide range of consumer tastes;
- an emphasis on customer service that results from a
comprehensive training program and close supervision of
restaurant operations;
- moderate, value-oriented menu pricing that is designed to
attract customers of various income levels; and
- high food quality that is consistently maintained through the
operation of a centralized commissary that purchases,
processes and distributes most food products used in the
restaurants.
At April 21, 1996, the Company operated 66 O'Charley's restaurants in
Alabama, Florida, Georgia, Indiana, Kentucky, Mississippi, North Carolina, Ohio
and Tennessee and had 1 franchised O'Charley's restaurant in South Carolina. The
Company plans to expand in the near term primarily through the development of
additional Company-owned restaurants, clustered in or near its existing markets
and in selected metropolitan areas in the South and Midwest. Seven to nine
additional O'Charley's restaurants are expected to open during the remainder of
1996.
The Company's principal executive offices are located at 3038 Sidco
Drive, Nashville, Tennessee 37204. The Company's telephone number at that
address is (615) 256-8500.
3
<PAGE> 5
SELLING SHAREHOLDERS
The following table sets forth information provided to the Company by
the Selling Shareholders with respect to the beneficial ownership of Common
Stock by the Selling Shareholders as of April 25, 1996 and as adjusted to
reflect the sale of the Shares offered hereby (assuming that all of the Shares
offered hereby will be sold).
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned to be sold Owned
Prior to the Offering in the Offering After the Offering
------------------------------------- --------------- --------------------------------
Number Percent(1) Number Percent(1)
--------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
R. Wayne Browning 199,999 2.6 120,000 79,999 1.0
Mike Martin 199,999 2.6 120,000 79,999 1.0
</TABLE>
- ---------------
(1) Based on a total of 7,773,264 shares issued and outstanding on March 15,
1996.
Each of the Selling Shareholders is a former shareholder of Shoex, Inc., a
Tennessee corporation and former franchisee of the Company ("Shoex"). The
Company obtained all of the outstanding shares of Shoex capital stock in January
1996 in connection with the merger of Shoex with and into the Company. The
transaction was accounted for as a pooling of interests. In connection with the
issuance of such Shares, the Selling Shareholders received the right to request
the Company to register the Shares offered hereby. See "Plan of Distribution."
R. Wayne Browning, one of the Selling Shareholders, is an employee of the
Company.
4
<PAGE> 6
PLAN OF DISTRIBUTION
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co. or others, in privately
negotiated transactions for the account of each of the Selling Shareholders or
others, at prices at or near the market price or in other privately negotiated
transactions. Ordinary brokerage commissions will be paid in connection with
brokerage transactions.
In connection with the merger of Shoex with and into the Company, the
Selling Shareholders received the right to request the registration of the
Shares offered hereby pursuant to a Registration Rights Agreement, dated January
5, 1996 (the "Registration Rights Agreement"). The Company has agreed to pay the
expenses of this offering, but the Selling Shareholders will be responsible for
all brokerage commissions and any other selling commissions and stock transfer
taxes, if any. Expenses to be paid by the Company are estimated to be $7,000.
The Company has agreed to maintain the effectiveness of the Registration
Statement covering the Shares for a period of 45 days following the date hereof.
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities in connection with this offering, including liabilities under the
Securities Act.
The Selling Shareholders and any brokers or other persons who participate
in the sale of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by such
brokers or other persons, and any profits on the resale of the Shares, may be
deemed to be underwriting commissions or discounts.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Bass, Berry & Sims PLC, Nashville, Tennessee.
EXPERTS
The financial statements of O'Charley's Inc. as of December 31, 1995 and
December 25, 1994, and for each of the years in the three-year period ended
December 31, 1995, have been incorporated by reference herein by reference to
the Company's Annual Report on Form 10-K in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon authority of said firm as experts in accounting and
auditing.
The financial statements of Shoex, Inc. as of December 31, 1995 and
December 25, 1994, and for each of the years in the three-year period ended
December 31, 1995, have been incorporated by reference herein by reference to
the Company's Current Report on Form 8-K/A, dated March 19, 1996, in reliance
upon the report of KPMG Peat Marwick LLP, independent certified certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
5
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........................................ $1,242
Legal fees and expenses.................................................................... $3,000
Blue Sky Fees and Expenses................................................................. $ 500
Accounting fees and expenses............................................................... $1,500
Miscellaneous.............................................................................. $ 758
------
Total...................................................................................... $7,000
======
</TABLE>
All of the above expenses except the Securities and Exchange Commission
registration fee are estimated. All of the above expenses will be paid by the
Company.
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
is 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 director
or officer be indemnified for reasonable expense if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
Article VIII of the Company's Restated Charter provides that, to the
fullest extent permitted by the TBCA, as amended from time to time, directors
shall not be liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, and that to the extent permitted by the
TBCA, the liability of a director to the Company or its shareholders shall be
further limited or eliminated. The Company's Amended and Restated By-laws
provide that the Company shall indemnify from liability, and advance expenses
to, each present or former director or officer of the Company to the fullest
extent allowed under Tennessee law, as now or hereafter in effect.
II-1
<PAGE> 8
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders has agreed to indemnify the Company, for certain
liabilities, including liabilities under the Securities Act pursuant to the
Registration Rights Agreement.
Directors' and officers' liability insurance has also been obtained by the
Company, the effect of which is to indemnify the directors and officers of the
Company against certain damages and expenses because of certain claims made
against them caused by their negligent act, error or omission.
ITEM 16. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 -- Restated Charter of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, Registration No. 33-35170).
4.2 -- Amended and Restated By-laws of the Company
(incorporated by reference to Exhibit 3.2 of the
Company's Annual Report on Form 10-K for the year ended
December 30, 1990).
4.3 -- Form of Certificate for the Common Stock (incorporated
by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1, Registration No.
33-35170).
5 -- Opinion of Bass, Berry & Sims PLC.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Bass, Berry & Sims PLC (contained in Exhibit
5).
24 -- Power of Attorney (included on page II-4).
ITEM 17. UNDERTAKINGS
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
II-2
<PAGE> 9
provided, however, that the undertakings in paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered hereby which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the 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.
II-3
<PAGE> 10
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 The City of Nashville, State of Tennessee, on this 7th day of
May, 1996.
O'CHARLEY'S INC.
By: /s/ Gregory L. Burns
-----------------------------------------
Gregory L. Burns, Chief Executive Officer
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory L. Burns and Charles F.
McWhorter, Jr., jointly and severally, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------------------------- ------------------------------------ -----------------------
<S> <C> <C>
/s/ Gregory L. Burns Chief Executive Officer, Chief May 7, 1996
- ------------------------------------- Financial Officer, and Co-
Gregory L. Burns Chairman of the Board
/s/ Charles F. McWhorter, Jr. President, Chief Operating May 7, 1996
- ------------------------------------- Officer and Co-Chairman of the
Charles F. McWhorter, Jr. Board
/s/ John W. Stokes, Jr. Director May 7, 1996
- -------------------------------------
John W. Stokes, Jr.
/s/ Richard Reiss, Jr. Director May 7, 1996
- -------------------------------------
Richard Reiss, Jr.
/s/ G. Nicholas Spiva Director May 7, 1996
- -------------------------------------
G. Nicholas Spiva
/s/ H. Steve Tidwell Director May 7, 1996
- -------------------------------------
H. Steve Tidwell
</TABLE>
II-4
<PAGE> 11
<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------------------------- ------------------------------------ -----------------------
<S> <C> <C>
/s/ C. Warren Neel
- -------------------------------------
C. Warren Neel Director May 7, 1996
/s/ Samuel H. Howard Director May 7, 1996
- -------------------------------------
Samuel H. Howard
</TABLE>
II-5
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered
Page
=================== ==============================================================================================
<S> <C> <C>
4.1 Restated Charter of the Company (incorporated by reference to Exhibit
3.1 of the Company's Registration Statement on Form S-1, Registration
No. 33-35170).
4.2 Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 30, 1990).
4.3 Form of Certificate for the Common Stock (incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement on Form S-1,
Registration No. 33-35170).
5 Opinion of Bass, Berry & Sims PLC.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bass, Berry & Sims PLC (contained in Exhibit 5).
24 Power of Attorney (included on page II-4).
</TABLE>
II-6
<PAGE> 1
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
May 7, 1996
O'Charley's Inc.
3038 Sidco Drive
Nashville, Tennessee 37204
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
by you with the Securities and Exchange Commission on May 7, 1996, covering
240,000 shares of no par value common stock (the "Common Stock") of O'Charley's
Inc. (the "Company") to be sold by R. Wayne Browning and Mike Martin (the
"Selling Shareholders") on the terms set forth in the Registration Statement.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates, and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as orginals, and the conformity to orginal documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing and such other matters as we have deemed relevant,
we are of the opinion that the shares of Common Stock to be sold by the Selling
Shareholders are validly issued, fully paid, and nonassessable.
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
JJJ:mf
<PAGE> 1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
O'Charley's Inc.:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
----------------------------
KPMG PEAT MARWICK LLP
Nashville, Tennessee
May 2, 1996
