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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September
24, 2002
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10275 75-1914582
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number)
incorporation or Identification No.)
organization)
6820 LBJ Freeway, Dallas, 75240
Texas
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number,
including area code: (972) 980-9917
Item 5. Other Events and Regulation FD Disclosure
On September 24, 2002, Brinker International, Inc.
submitted to the Securities and Exchange Commission
("Commission") the Statements Under Oath of Principal
Executive Officer and Principal Financial Officer
("Sworn Statements") in accordance with the
Commission's June 27, 2002, order requiring the filing
of sworn statements pursuant to Section 21(a)(1) of the
Securities Exchange Act of 1934. A copy of the Sworn
Statements is filed herewith as Exhibits 99(a) and
99(b), and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99(a) Statement Under Oath of Ronald A.
McDougall, Principal Executive Officer of Brinker
International, Inc., Regarding Facts and Circumstances
Relating to Exchange Act Filings.
99(b) Statement Under Oath of Charles M.
Sonsteby, Principal Financial Officer of Brinker
International, Inc., Regarding Facts and Circumstances
Relating to Exchange Act Filings.
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.
BRINKER INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Roger F. Thomson
Roger F. Thomson
Executive Vice President
and General Counsel
Date: September 24, 2002
Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Ronald A. McDougall, state and attest that:
(1) To the best of my knowledge, based upon a review
of the covered reports of Brinker International,
Inc., and, except as corrected or supplemented in a
subsequent covered report:
no covered report contained an untrue statement of
a material fact as of the end of the period covered by
such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it
was filed); and
no covered report omitted to state a material fact
necessary to make the statements in the covered report,
in light of the circumstances under which they were
made, not misleading as of the end of the period covered
by such report (or in the case of a report on Form 8-K
or definitive proxy materials, as of the date on which
it was filed).
(2) I have reviewed the contents of this statement
with the Company's audit committee.
(3) In this statement under oath, each of the
following, if filed on or before the date of this
statement, is a "covered report":
Annual Report on Form 10-K for the year ended June
26, 2002 of Brinker International, Inc.;
all reports on Form 10-Q, all reports on Form 8-K
and all definitive proxy materials of Brinker
International, Inc. filed with the Commission subsequent
to the filing of the Form 10-K identified above; and
any amendments to any of the foregoing.
/s/ Ronald A. McDougall 9/19/02 Subscribed and sworn to before
Ronald A. McDougall Date me on this 19 day of September
Chief Executive Officer 2002.
/s/ Kim A. Van Sicklen
Notary Public
Certification
Pursuant to 18 U.S.C. 1350, the undersigned officer of
Brinker International, Inc. (the "Company"), hereby
certifies that the Company's Annual Report on Form 10-K for
the year ended June 26, 2002 (the "Report") fully complies
with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and that
the information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.
Dated: 9/19/02 /s/ Ronald A. McDougall
Name: Ronald A. McDougall
Title: Chief Executive Officer
Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Charles M. Sonsteby, state and attest that:
(1) To the best of my knowledge, based upon a review
of the covered reports of Brinker International,
Inc., and, except as corrected or supplemented in a
subsequent covered report:
no covered report contained an untrue statement of
a material fact as of the end of the period covered by
such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it
was filed); and
no covered report omitted to state a material fact
necessary to make the statements in the covered report,
in light of the circumstances under which they were
made, not misleading as of the end of the period covered
by such report (or in the case of a report on Form 8-K
or definitive proxy materials, as of the date on which
it was filed).
(2) I have reviewed the contents of this statement
with the Company's audit committee.
(3) In this statement under oath, each of the
following, if filed on or before the date of this
statement, is a "covered report":
Annual Report on Form 10-K for the year ended June
26, 2002 of Brinker International, Inc.;
all reports on Form 10-Q, all reports on Form 8-K
and all definitive proxy materials of Brinker
International, Inc. filed with the Commission subsequent
to the filing of the Form 10-K identified above; and
any amendments to any of the foregoing.
/s/ Charles M. Sonsteby 9/19/02 Subscribed and sworn to before
Charles M. Sonsteby Date me on this 19 day of September
Chief Financial Officer 2002.
/s/ Sherri M. McSperitt
Notary Public
Certification
Pursuant to 18 U.S.C. 1350, the undersigned officer of
Brinker International, Inc. (the "Company"), hereby
certifies that the Company's Annual Report on Form 10-K for
the year ended June 26, 2002 (the "Report") fully complies
with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and that
the information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.
Dated: 9/19/02 /s/ Charles M. Sonsteby
Name: Charles M. Sonsteby
Title: Chief Financial Officer