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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 27, 2000 (December 8, 2000)
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O'CHARLEY'S INC.
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(Exact Name of Registrant as Specified in Charter)
Tennessee 0-18629 62-1192475
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3038 Sidco Drive, Nashville, Tennessee 37204
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 256-8500
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 8, 2000, the Board of Directors of O'Charley's Inc. (the
"Company") declared a distribution of one stock purchase right (a "Right") for
each outstanding share of the common stock of the Company, no par value per
share (the "Company Common Stock"), to shareholders of record at the close of
business on December 27, 2000 and for each share of Company Common Stock issued
thereafter. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share (a "Unit") of Series A Junior Preferred
Stock, no par value per share (the "Preferred Stock"), at a purchase price of
$80.00 per Unit, subject to adjustment. The description and terms and conditions
of the Rights are set forth in a Rights Agreement between the Company and First
Union National Bank, as Rights Agent, dated December 8, 2000, a copy of which is
filed herewith as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
3 Restated Charter of O'Charley's Inc. (restated electronically
for SEC filing purposes only)
4 Rights Agreement, dated December 8, 2000, between O'Charley's
Inc. and First Union National Bank, including the Form of
Rights Certificate (Exhibit A) and the Form of Summary of
Rights (Exhibit B)
99 Press Release, dated December 11, 2000
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SIGNATURE
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
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Name: A. Chad Fitzhugh
Title: Chief Financial Officer,
Secretary and Treasurer
Date: December 27, 2000
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Exhibit Index
Exhibit No. Description
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3 Restated Charter of O'Charley's Inc. (restated electronically
for SEC filing purposes only)
4 Rights Agreement, dated December 8, 2000, between O'Charley's
Inc. and First Union National Bank, including the Form of
Rights Certificate (Exhibit A) and the Form of Summary of
Rights (Exhibit B)
99 Press Release, dated December 11, 2000
4
