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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to O Charleys Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 13, 2013 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 1013 in connection with their beneficial ownership of O’Charley’s, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and ma |
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| February 13, 2013 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 13, 2013 |
CHUX / O Charleys Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 O’Charley’s, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 670823103 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Th |
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| February 11, 2013 |
CHUX / O Charleys Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* O‘CHARLEYS INC (Name of Issuer) Common Stock (Title of Class of Securities) 670823103 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| May 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-18629 O’CHARLEY’S INC. (Exact name of registrant as specified in its char |
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| May 9, 2012 |
Form 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): April 20, 2012 O’CHARLEY’S INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-18629 Tennessee 62-1192475 (State or other jurisdiction of in |
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| May 9, 2012 |
As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
O’CHARLEY’S ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM THE NASDAQ GLOBAL SELECT MARKET Press Release Exhibit 99.1 NEWS RELEASE Contacts: R. Jeffrey Williams Scott Brittain Chief Financial Officer Corporate Communications Inc. O’Charley’s Inc. (615) 254-3376 ext. 308 (615) 782-8982 O’CHARLEY’S ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM THE NASDAQ GLOBAL SELECT MARKET NASHVILLE, Tenn. — (April 20, 2012) — O’Charley’s Inc. (NASDAQ:CHUX) announced today that it has submitted written no |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 9, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 9, 2012 Registration No. |
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| May 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2012 O’CHARLEY’S INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-18629 Tennessee 62-1192475 (State or other jurisdiction of incorporat |
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| April 30, 2012 |
Form 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-18629 O’CHARLEY’S INC. NASDAQ Global Select Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 303 |
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| April 9, 2012 |
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS EX-99.1 EXHIBIT 99.1 DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS FIDELITY NATIONAL FINANCIAL, INC. The names and present principal occupations of the directors and executive officers of Fidelity National Financial, Inc. are set forth below. The business address of each director or executive officer is 601 Riverside Avenue, Jacksonville, Florida 32204. Each of the named individuals is |
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| April 9, 2012 |
CHUX / O Charleys Inc / Fidelity National Financial, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 9, 2012 |
Form 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): April 3, 2012 O’CHARLEY’S INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-18629 Tennessee 62-1192475 (State or other jurisdiction of inc |
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| April 9, 2012 |
EX-99.5 EXHIBIT 99.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to shares of the Common Stock |
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| April 3, 2012 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) O’CHARLEY’S INC. (Name of Subject Company) O’CHARLEY’S INC. (Name of Person Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 670823103 (CUSIP Numbe |
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| April 3, 2012 |
Fidelity National Financial, Inc. Completes Tender Offer for O’Charley’s Inc. EX-99.A.5.E 2 d327247dex99a5e.htm EX-99.A.5.E Exhibit (a)(5)(E) PRESS RELEASE Fidelity National Financial, Inc. Completes Tender Offer for O’Charley’s Inc. Jacksonville, Fla. — (April 3, 2012) — Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and diversified services, today announced the successful completion of a tender offer through its whol |
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| April 3, 2012 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) O’CHARLEY’S INC. (Name of Subject Company (Issuer)) FIDELITY NATIONAL FINANCIAL, INC. FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC. FRED MERGER SUB INC. (Offerors) (Names of Filing Persons |
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| March 29, 2012 |
Amend #2 to SC 14D-9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) O’CHARLEY’S INC. (Name of Subject Company) O’CHARLEY’S INC. (Name of Person Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 670823103 ( |
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| March 23, 2012 |
- AMENDMENT NO. 2 TO SCHEDULE TO-T Amendment No. 2 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) O’CHARLEY’S INC. (Name of Subject Company (Issuer)) FIDELITY NATIONAL FINANCIAL, INC. FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC. FRED MERGER SUB INC. (Offerors) (N |
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| March 7, 2012 |
O’CHARLEY’S ANNOUNCES END OF “GO-SHOP” PERIOD PRESS RELEASE Exhibit 99.1 NEWS RELEASE Contacts: R. Jeffrey Williams Scott Brittain Chief Financial Officer Corporate Communications Inc. O’Charley’s Inc. (615) 254-3376 ext. 308 (615) 782-8982 O’CHARLEY’S ANNOUNCES END OF “GO-SHOP” PERIOD NASHVILLE, Tenn.—(March 7, 2012)—O’Charley’s Inc. (NASDAQ:CHUX) today announced the expiration of the “go-shop” period pursuant to the terms of the previously |
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| March 7, 2012 |
SCHEDULE 14D-9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) O’CHARLEY’S INC. (Name of Subject Company) O’CHARLEY’S INC. (Name of Person Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 670823103 (CUSI |
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| March 7, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K FORM 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 7, 2012 O’CHARLEY’S INC. (Exact name of registrant as specified in its charter) Tennessee 0-18629 62-1192475 (State or other jurisdiction of incorporation) Commission F |
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| February 29, 2012 |
Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 29, 2012 |
Exhibit 10.36 O’CHARLEY’S INC. EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) O’CHARLEY’S INC. (the “Company”) and Marc A. Buehler (“Executive”) September 14, 2011 BACKGROUND Effective September 16, 2011 (the “Commencement Date”), Executive shall commence employment with the Company as the President of the Company’s O’Charley’s concept, and in connection therewith, the Company and Executive desi |
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| February 29, 2012 |
O’CHARLEY’S INC. (THE “COMPANY”) SUMMARY OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION EXHIBIT 10.28 O’CHARLEY’S INC. (THE “COMPANY”) SUMMARY OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION I. DIRECTOR COMPENSATION. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors. Annual Retainer $21,250 (payable in |
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| February 29, 2012 |
Exhibit 21 SUBSIDIARIES OF THE COMPANY 1. Air Travel Services, Inc., a Tennessee corporation 2. OCI, Inc., a Delaware corporation 3. DFI, Inc., a Tennessee corporation 4. O’Charley’s Service Company, Inc., a Tennessee corporation 5. O’Charley’s Sports Bar, Inc., an Alabama corporation 6. O’Charley’s Sports Bar of Alabaster, Inc., an Alabama corporation 7. O’Charley’s Finance Company, Inc., a Tenne |
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| February 28, 2012 |
- AMENDMENT NO.1 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) O’CHARLEY’S INC. (Name of Subject Company (Issuer)) FIDELITY NATIONAL FINANCIAL, INC. FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC. FRED MERGER SUB INC. (Offerors) (Names of Filing Persons (identifyi |
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| February 28, 2012 |
Exhibit (a)(5)(D) Fidelity National Financial, Inc. Obtains Antitrust Clearance in Connection With O’Charley’s Inc. Tender Offer Jacksonville, Fla. — (February 28, 2012) — Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and diversified services, today announced that the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1 |
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| February 27, 2012 |
EX-99.(A)(1)(E) 6 d305919dex99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of O’CHARLEY’S INC. at $9.85 NET PER SHARE Pursuant to the Offer to Purchase dated February 27, 2012 by FRED MERGER SUB INC. an indirect wholly-owned subsidiary of FIDELITY NATIONAL FINANCIAL, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, N |
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| February 27, 2012 |
Exhibit (a)(5)(B) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| February 27, 2012 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of O’CHARLEY’S INC. |
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| February 27, 2012 |
Fidelity National Financial, Inc. Commences Tender Offer for all Outstanding Shares of O’Charley’s EX-99.(A)(5)(C) 8 d305919dex99a5c.htm EX-99.(A)(5)(C) Exhibit (a)(5)(C) Fidelity National Financial, Inc. Commences Tender Offer for all Outstanding Shares of O’Charley’s Jacksonville, Fla. — (February 27, 2012) — Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and diversified services, today announced the commencement of a tender offer throug |
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| February 27, 2012 |
Table of Contents Exhibit (a)(1)(A) Offer To Purchase For Cash All Outstanding Shares Of Common Stock of O’CHARLEY’S INC. |
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| February 27, 2012 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of O’CHARLEY’S INC. at $9.85 NET PER SHARE Pursuant to the Offer to Purchase dated February 27, 2012 by FRED MERGER SUB INC. an indirect wholly-owned subsidiary of FIDELITY NATIONAL FINANCIAL, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF MONDA |
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| February 27, 2012 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 O’CHARLEY’S INC. (Name of Subject Company (Issuer)) FIDELITY NATIONAL FINANCIAL, INC. FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC. FRED MERGER SUB INC. (Offerors) (Names of Filing Persons (identifying status as |
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| February 27, 2012 |
EX-99.(A)(1)(B) 3 d305919dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of O’CHARLEY’S INC. at $9.85 Net Per Share in Cash Pursuant to the Offer to Purchase dated February 27, 2012 by Fred Merger Sub Inc., an indirect wholly-owned subsidiary of Fidelity National Financial, Inc. The undersigned represents that I (we) have full authority to surr |
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| February 27, 2012 |
EX-99.(d)(3) Exhibit (d)(3) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is entered into to be effective as of this 23rd day of November, 2011, by and between O’Charley’s Inc., a Tennessee corporation (the “Company”), and American Blue Ribbon Holdings, LLC, a Delaware limited liability company (“ABRH”), and Fidelity National Financial, Inc., a Delaware corporation (“ |
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| February 27, 2012 |
SC 14d-9 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 O’CHARLEY’S INC. (Name of Subject Company) O’CHARLEY’S INC. (Name of Person Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 670823103 (CUSIP Number |
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| February 27, 2012 |
EX-99.(d)(1) Exhibit (d)(1) EXECUTION COPY AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 5, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., FRED MERGER SUB INC. AND O’CHARLEY’S INC. TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Action 4 Section 1.3 Top-Up Option 5 Section 1.4 Board of Directors 6 ARTICLE II THE MERGER; CERTAIN RELATED MATTERS 7 S |
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| February 21, 2012 |
SC14D9C 1 d305200dsc14d9c.htm FORM SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 O’CHARLEY’S INC. (Name of Subject Company) O’CHARLEY’S INC. (Name of Persons Filing Statement) Common Stock, no par value per share (Title of Class of Securi |
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| February 14, 2012 |
EX-99.(I) 2 d299061dex99i.htm IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investme |
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| February 14, 2012 |
CHUX / O Charleys Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* O‘CHARLEYS INC (Name of Issuer) Common Stock (Title of Class of Securities) 670823103 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 14, 2012 |
CHUX / O Charleys Inc / AMERIPRISE FINANCIAL INC - SCHEDULE 13G Passive Investment Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 O’Charley’s, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 670823103 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Th |
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| February 14, 2012 |
to Schedule 13G Joint Filing Agreement Joint Filing Agreement Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2012 in connection with their beneficial ownership of O’Charley’s, Inc. |
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| February 10, 2012 |
Exhibit 99.1 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), FRED MERGER SUB INC., a Tennessee corporation (“Merger Sub”), and each of the shareholders of O’CHARLEY’S INC., a Tennessee corporation (the “Company”), set forth on Schedule A (each, a “Shareholder”), as of Februar |
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| February 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 O’Charley’s, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 670823103 (CUSIP Number) STEVEN WOLOSKY, ESQ. OLSHAN GRUND |
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| February 9, 2012 |
SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 O’CHARLEY’S INC. |
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| February 8, 2012 |
CHUX / O Charleys Inc / Fidelity National Financial, Inc. - SCHEDULE 13D/A Activist Investment Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 7, 2012 |
SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 O’CHARLEY’S INC. |
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| February 6, 2012 |
Table of Contents 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): February 6, 2012 O?CHARLEY?S INC. (Exact name of registrant as specified in its charter) Tennessee 0-18629 62-1192475 (State or other jurisdiction of incorporation) |
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| February 6, 2012 |
PRESS RELEASE Exhibit 99.1 Fidelity National Financial, Inc. Announces Agreement to Acquire O’Charley’s for $9.85 per Share in Cash Jacksonville, Fla. — (February 6, 2012) — Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and diversified services, today announced the signing of a definitive agreement to acquire all of the outstanding common st |
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| February 6, 2012 |
SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 O’CHARLEY’S INC. |
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| February 6, 2012 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 5, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., FRED MERGER SUB INC. AND O’CHARLEY’S INC. TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Action 4 Section 1.3 Top-Up Option 6 Section 1.4 Board of Directors 7 ARTICLE II THE MERGER; CERTAIN RELATED MATTERS 9 Section 2. |
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| February 6, 2012 |
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): February 5, 2012 O’CHARLEY’S INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-18629 Tennessee 62-1192475 (State or other jurisdiction of incor |
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| February 6, 2012 |
SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 O’Charley’s Inc. (Name of Subject Company (Issuer)) Fidelity National Financial, Inc. Fred Merger Sub Inc. (Names of Filing Persons (Offerors)) COMMON STOCK, NO PAR VALUE (Title of Class of Se |
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| February 6, 2012 |
EX-99.1 4 d294707dex991.htm EX- 99.1 Exhibit 99.1 NEWS RELEASE Contacts: R. Jeffrey Williams Scott Brittain Chief Financial Officer Corporate Communications Inc. O’Charley’s Inc. (615) 254-3376 ext. 308 (615) 782-8982 O’CHARLEY’S INC. TO MERGE WITH SUBSIDIARY OF FIDELITY NATIONAL FINANCIAL Purchase Price of $9.85 per Share in Cash Represents 42% Premium NASHVILLE, Tenn., Feb. 6, 2012 — O’Charley’s |
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| February 6, 2012 |
Press Release Exhibit 99.1 NEWS RELEASE Contacts: R. Jeffrey Williams Scott Brittain Chief Financial Officer Corporate Communications Inc. O’Charley’s Inc. (615) 254-3376 ext. 308 (615) 782-8982 O’CHARLEY’S INC. REPORTS FOURTH QUARTER RESULTS Delivers Blended Comparable Sales Increase of 1.1 Percent for the Quarter NASHVILLE, Tenn., Feb. 7, 2012 — O’Charley’s Inc. (NASDAQ: CHUX) today reported ope |
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| February 6, 2012 |
SC14D9C 1 d295654dsc14d9c.htm SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 O’CHARLEY’S INC. (Name of Subject Company) O’CHARLEY’S INC. (Name of Persons Filing Statement) Common Stock, no par value per share (Title of Class of Sec |
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| February 6, 2012 |
EX- 2.2 Exhibit 2.2 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), FRED MERGER SUB INC., a Tennessee corporation (“Merger Sub”), and each of the shareholders of O’CHARLEY’S INC., a Tennessee corporation (the “Company”), set forth on Schedule A (each, a “Shareholder”), as of |
