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EXHIBIT 99
CONTACT: A. Chad Fitzhugh
Chief Financial Officer
(615) 782-8818
FOR IMMEDIATE RELEASE
O'CHARLEY'S INC. ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN
NASHVILLE, Tenn. (December 11, 2000) -- O'Charley's Inc. (Nasdaq:CHUX) announced
today that its Board of Directors has adopted a Shareholder Rights Plan. Holders
of O'Charley's Inc. Common Stock as of December 27, 2000 will receive preferred
stock purchase rights as a dividend at the rate of one Right for each share of
Common Stock. The Rights will expire on December 8, 2010.
The Shareholder Rights Plan is designed to deter certain types of
unfair takeover tactics and to prevent an acquirer from gaining control of the
Company without offering a fair price to all of the Company's shareholders. The
Plan is not intended to prevent a fully financed and adequate offer for the
Company. The Shareholder Rights Plan was not adopted in response to any specific
attempt to acquire control of the Company and the Company is not aware of any
such effort.
Each Right will initially entitle its holder to purchase one
one-thousandth of a share of a new Series A Junior Preferred Stock at an
exercise price of $80.00 per Right, subject to adjustment. Because the Rights
will not initially be exercisable and will trade with the Common Stock, separate
right certificates will not be provided to shareholders at this time. Each Right
will become exercisable only upon a person's or group's acquisition of, or
commencement of a tender or exchange offer for, 18% or more of the Company's
Common Stock. Rights will also become exercisable in the event of certain
mergers or asset sales involving more than 50% of the Company's assets or
earning power.
Upon becoming exercisable, each Right will allow the holder (other than
the person or group whose action has triggered the exercisability of the
Rights), under alternative circumstances, to buy either securities of
O'Charley's Inc. or securities of the acquiring company (depending on the form
of the transaction) having a value of twice the exercise price of the Rights.
The Rights generally are redeemable by the Board of Directors at $0.001 per
Right for a period of ten business days following the time the Rights become
exercisable. The Rights also are generally exchangeable by the Board of
Directors at an exchange ratio of one share of Common Stock per Right at any
time after the Rights have become exercisable and prior to the acquisition by
any person or group of 50% or more of the Company's Common Stock.
Details of the Shareholder Rights Plan and Rights are summarized in a
letter that will be mailed to all O'Charley's Inc. shareholders.
O'Charley's currently operates 135 casual-dining, full-service
restaurants in Tennessee, Kentucky, Alabama, Florida, Georgia, Indiana, North
Carolina, Mississippi, Ohio, South Carolina, Virginia, and Illinois. The menu
has broad appeal and features a variety of dishes, including pasta, fresh
chicken and seafood, aged beef, made-from-scratch soups, salads, breads and
desserts. With value-conscious customers in mind, O'Charley's mission is to
consistently exceed customer expectations with high-quality food and service. In
addition, the Company currently operates two Stoney River Legendary Steaks
restaurants located in Atlanta, Georgia.
