SEC Info - Crescendo Partners II LP - ‘SC 13D’ on 11/15/07 re: O Charleys Inc

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CRESCENDO INVESTMENTS II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,894,175
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,894,175
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,894,175
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON* OO

CUSIP NO. 670823103

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CRESCENDO PARTNERS III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 88,549
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 88,549
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,549
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON* PN

CUSIP NO. 670823103

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CRESCENDO INVESTMENTS III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 88,549
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 88,549
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,549
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON* OO

CUSIP NO. 670823103

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ERIC ROSENFELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,982,724
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,982,724
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,982,724
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9%
14	TYPE OF REPORTING PERSON* IN

CUSIP NO. 670823103

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to common shares, no par value (the “Shares”), of O’Charley’s, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 3038 Sidco Drive, Nashville, Tennessee 37204.

Item 2. Identity and Background.

(a) This statement is filed by Crescendo Partners II, L.P., Series Z, a Delaware limited partnership (“Crescendo Partners II”), Crescendo Investments II, LLC, a Delaware limited liability company (“Crescendo Investments II”), Crescendo Partners III, L.P., a Delaware limited partnership (“Crescendo Partners III”), Crescendo Investments III, LLC, a Delaware limited liability company (“Crescendo Investments III”) and Eric Rosenfeld. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6.

Crescendo Investments II is the general partner of Crescendo Partners II. Crescendo Investments III is the general partner of Crescendo Partners III. The managing member of each of Crescendo Investments II and Crescendo Investments III is Eric Rosenfeld. By virtue of his position with Crescendo Investments II and Crescendo Investments III, Mr. Rosenfeld has the sole power to vote and dispose of the Issuer’s Shares owned by Crescendo Partners II and Crescendo Partners III. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The principal business address of Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III and Mr. Rosenfeld is 10 East 53^rd Street, 35^th Floor, New York, New York 10022.

(c) The principal business of Crescendo Partners II is investing in securities. The principal business of Crescendo Investments II is acting as the general partner of Crescendo Partners II. The principal business of Crescendo Partners III is investing in securities. The principal business of Crescendo Investments III is acting as the general partner of Crescendo Partners III. The principal occupation of Mr. Rosenfeld is serving as the managing member of Crescendo Investments II, Crescendo Investments III and as the managing member of the general partner of Crescendo Partners, L.P., whose principal business is investing in securities.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or

CUSIP NO. 670823103

prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. Rosenfeld is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 1,982,724 Shares owned in the aggregate by Crescendo Partners II and Crescendo Partners III is approximately $30,081,243 including brokerage commissions. The Shares owned by Crescendo Partners II and Crescendo Partners III were acquired with partnership funds.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were significantly undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth in this Schedule 13D or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of the Issuer and other stockholders of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 22,197,359 Shares outstanding, which is the total number of Shares reported to be outstanding as of November 12, 2007 in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2007.

CUSIP NO. 670823103

As of the date hereof, Crescendo Partners II beneficially owns 1,894,175 Shares, constituting approximately 8.5% of the Shares outstanding. As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 1,894,175 Shares owned by Crescendo Partners II, constituting approximately 8.5% of the Shares outstanding. As the managing member of Crescendo Investments II, which in turn is the general partner of Crescendo Partners II, Mr. Rosenfeld may be deemed to beneficially own the 1,894,175 Shares owned by Crescendo Partners II, constituting approximately 8.5% of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 1,894,175 Shares owned by Crescendo Partners II by virtue of his authority to vote and dispose of such Shares. Crescendo Investments II and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners II, except to the extent of their pecuniary interest therein.

As of the date hereof, Crescendo Partners III beneficially owns 88,549 Shares, constituting less than one percent of the Shares outstanding. As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 88,549 Shares owned by Crescendo Partners II, constituting less than one percent of the Shares outstanding. As the managing member of Crescendo Investments III, the general partner of Crescendo Partners III, Mr. Rosenfeld may be deemed to beneficially own the 88,549 Shares owned by Crescendo Partners III, constituting less than one percent of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 88,549 Shares owned by Crescendo Partners III by virtue of his authority to vote and dispose of such Shares. Crescendo Investments III and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners III, except to the extent of their pecuniary interest therein.

(b) By virtue of his position with Crescendo Investments II and Crescendo Investments III, Mr. Rosenfeld has the sole power to vote and dispose of the Shares beneficially owned by Crescendo Partners II and Crescendo Partners III reported in this Schedule 13D.

(c) Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On November 15, 2007, Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III and Eric Rosenfeld entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.

CUSIP NO. 670823103

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Joint Filing Agreement by and among Crescendo Partners II, L.P., Series Z, Crescendo Investments II, LLC Crescendo Partners III, L.P., Crescendo Investments III, LLC and Eric Rosenfeld, dated November 15, 2007.

CUSIP NO. 670823103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 15, 2007	CRESCENDO PARTNERS II, L.P., SERIES Z

	By:	Crescendo Investments II, LLC General Partner

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member

	CRESCENDO INVESTMENTS II, LLC

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member

	CRESCENDO PARTNERS III, L.P.

	By: Crescendo Investments III, LLC General Partner

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member

	CRESCENDO INVESTMENTS III, LLC

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member


	/s/ Eric Rosenfeld
	ERIC ROSENFELD

CUSIP NO. 670823103

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($U.S.)

Date of

Purchase/(Sale)

CRESCENDO PARTNERS II, L.P., SERIES Z

8,225	15.3412	09/24/07
108,500	14.8960	09/25/07
6,100	15.4073	09/26/07
33,950	15.2136	09/27/07
36,746	15.1917	09/28/07
1,254	15.1917	09/28/07
6,475	15.0722	10/01/07
9,600	15.7700	10/03/07
7,500	15.7701	10/04/07
9,750	16.0450	10/05/07
(300)	16.0168	10/05/07
2,525	16.0200	10/08/07
25,075	15.9953	10/09/07
55,150	15.8963	10/10/07
44,900	15.4922	10/11/07
34,150	15.8627	10/12/07
68,325	15.4791	10/15/07
29,275	15.4477	10/16/07
52,700	15.3679	10/17/07
48,800	15.4647	10/18/07
97,600	14.9765	10/19/07
1,750	14.8411	10/22/07
39,025	15.4071	10/24/07
24,400	15.4960	10/25/07
28,200	15.4753	10/29/07
49,750	15.4853	10/30/07
5,275	15.5119	10/31/07

CUSIP NO. 670823103

102,500	15.2204	11/01/07
99,650	14.4656	11/02/07
146,400	14.1377	11/05/07
73,975	14.5145	11/06/07
146,400	15.0729	11/07/07
67,350	15.1556	11/08/07
141,525	15.2698	11/09/07
107,350	15.3925	11/12/07
25,275	15.4700	11/13/07
67,550	15.4600	11/14/07
81,500	15.7400	11/15/07

CRESCENDO INVESTMENTS II, LLC

None

CRESCENDO PARTNERS III, L.P.

21,200	15.2975	09/13/07
1,100	15.2700	09/14/07
18,900	14.9950	09/17/07
275	15.3412	09/24/07
3,700	14.8960	09/25/07
200	15.4073	09/26/07
1,159	15.2136	09/27/07
225	15.0722	10/01/07
316	15.7700	10/03/07
200	15.7701	10/04/07
250	16.0450	10/05/07
(7)	16.0168	10/05/07
75	16.0200	10/09/07
625	15.9953	10/09/07
1,350	15.8963	10/10/07
1,100	15.4922	10/11/07
850	15.8627	10/12/07

CUSIP NO. 670823103

1,675	15.4791	10/15/07
725	15.4477	10/16/07
1,300	15.3679	10/17/07
1,200	15.4647	10/18/07
2,400	14.9765	10/19/07
50	14.8411	10/22/07
975	15.4071	10/24/07
600	15.4960	10/25/07
706	15.4753	10/29/07
1,250	15.4853	10/30/07
125	15.5119	10/31/07
2,500	15.2204	11/01/07
2,450	14.4656	11/02/07
3,600	14.1377	11/05/07
1,825	14.5145	11/06/07
3,600	15.0729	11/07/07
1,650	15.1556	11/08/07
3,475	15.2698	11/09/07
2,650	15.3925	11/12/07
850	15.8627	10/12/07
1,675	15.4791	10/15/07
625	15.4700	11/13/07
1,650	15.4600	11/14/07
2,000	15.7400	11/15/07

CRESCENDO INVESTMENTS III, LLC

None

ERIC ROSENFELD

None

CUSIP NO. 670823103

EXHIBIT INDEX

	Exhibit	Page
1.	Joint Filing Agreement by and among Crescendo Partners II, L.P., Series Z, Crescendo Investments II, LLC Crescendo Partners III, L.P., Crescendo Investments III, LLC and Eric Rosenfeld, dated November 15, 2007.	16

CUSIP NO. 670823103

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated November 15, 2007 (including amendments thereto) with respect to the Common Stock of O’Charley’s, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: November 15, 2007	CRESCENDO PARTNERS II, L.P., SERIES Z

	By:	Crescendo Investments II, LLC General Partner

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member

	CRESCENDO INVESTMENTS II, LLC

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member

	CRESCENDO PARTNERS III, L.P.

	By: Crescendo Investments III, LLC General Partner

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member

	CRESCENDO INVESTMENTS III, LLC

	By:	/s/ Eric Rosenfeld
	Name: Eric Rosenfeld
	Title: Managing Member


	/s/ Eric Rosenfeld
	ERIC ROSENFELD

This ‘SC 13D’ Filing	Date	Other Filings

Filed on:	11/15/07
	11/14/07	10-Q, 4
	11/12/07
	11/5/07
		List all Filings

Crescendo Partners II LP – ‘SC 13D’ on 11/15/07 re: O Charleys Inc

On: Thursday, 11/15/07, at 5:28pm ET · Accession #: 921895-7-2652 · File #: 5-41362

Previous ‘SC 13D’: ‘SC 13D/A’ on 8/29/07 · Next: ‘SC 13D/A’ on 12/5/07 · Latest: ‘SC 13D/A’ on 9/20/16

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Crescendo Partners II LP – ‘SC 13D’ on 11/15/07 re: O Charleys Inc

On: Thursday, 11/15/07, at 5:28pm ET · Accession #: 921895-7-2652 · File #: 5-41362

Previous ‘SC 13D’: ‘SC 13D/A’ on 8/29/07 · Next: ‘SC 13D/A’ on 12/5/07 · Latest: ‘SC 13D/A’ on 9/20/16

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents