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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___1___)*
O'CHARLEY'S, INC.
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(Name of Issuer)
Common Stock (No Par Value)
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(Title of Class of Securities)
670823103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 670823103 13G PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Investment Advisory & Trust Company ("BIATC"), its wholly owned
subsidiary, Brown Advisory Incorporated ("BAI"). 52-1811121
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
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SOLE VOTING POWER
5
NUMBER OF BIATC 466,653 shares
BAI 1,336,551 shares
SHARES ---------
1,803,551 shares
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SHARED VOTING POWER
BENEFICIALLY 6
BIATC 0 shares
OWNED BY BAI 0 shares
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0 shares
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EACH SOLE DISPOSITIVE POWER
7
REPORTING BIATC 519,503 shares
BAI 1,336,551 shares
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1,856,054 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
BIATC 0 shares
BAI 0 shares
---------
0 shares
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CUSIP No. 670823103 Page 3 of 6
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
BIATC 519,503 shares
BAI 1,336,551 shares
---------
1,856,054 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
BIATC 3.4%
BAI 8.7%
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12.1%
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TYPE OF REPORTING PERSON*
12
BIATC - BK
BAI - IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. (a) Name of Issuer: O'Charley's, Inc.
Item 1. (b) Address of Issuer's Principal Executive Offices:
3038 Sidco Drive, Nashville, TN 37204
Item 2. (a) Name of Person Filing:
Brown Investment Advisory & Trust Company ("BIATC"), its
wholly owned subsidiary, Brown Advisory Incorporated
("BAI").
Item 2(b) Address of Principal Business Office:
19 South Street
Baltimore, Maryland 21202
Item 2(c) Citizenship:
Brown Investment Advisory & Trust Company and Brown Advisory
Incorporated are Maryland corporations.
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CUSIP No. 670823103 Page 4 of 6
Item 2(d) Title of Class of Securities:
Common Stock of (No Par Value) of O'Charley's, Inc.
Item 2(e) CUSIP Number:
670823103
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
check whether the person filing is a:
For BIATC
(b) [X] Bank as defined in section 3 (a)(6) of the Act
For BAI
(e) [X] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
Item 4. Ownership.
(a) Amount Beneficially Owned: Date: As of march 31, 1999
BIATC 519,503 shares
BAI 1,336,551 shares
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1,856,054 shares
(b) Percent of Class:
BIATC 3.4%
BAI 8.7%
----
12.1%
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote
BIATC 466,653 shares
BAI 1,336,551 shares
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1,803,204 shares
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CUSIP No. 670823103 Page 5 of 6
(ii) shared power to vote or to direct the vote
BIATC 0 shares
BAI 0 shares
---------
0 shares
(iii) sole power to dispose or to direct the disposition of
BIATC 519,503 shares
BAI 1,336,054 shares
---------
1,856,054 shares
(iv) shared power to dispose or to direct the disposition of
BIATC 0 shares
BAI 0 shares
---------
0 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
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CUSIP No. 670823103 Page 6 of 6
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: As of March 31, 1999
Signature: Brown Investment Advisory & Trust Company
By: /S/ Gregg W. Hawes
Title: Principal
Signature: Brown Advisory Incorporated
By: /S/ Gregg W. Hawes
Title: Principal
