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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): July 11, 2002
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
305 Hartmann Drive, Lebanon, Tennessee 37087
(615) 444-5533
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits. See Exhibit Index immediately following the signature
page hereto.
ITEM 9. REGULATION FD DISCLOSURE.
On July 11, 2002, CBRL Group, Inc. issued the press release that is
attached as Exhibit 99.1 to this Current Report on Form 8-K, which by this
reference is incorporated herein as if copied verbatim, with respect to the
effectiveness of its Registration Statement on Form S-3, as amended, relating
to the resale by holders of CBRL's zero coupon senior convertible notes due
2032 (the "Notes"), shares of CBRL common stock issuable upon conversion
and/or redemption of the Notes and guarantees of the Notes by CBRL's
subsidiaries.
In addition, on July 11, 2002, CBRL Group, Inc. issued the press release
that is attached as Exhibit 99.2 to this Current Report on Form 8-K, which by
this reference is incorporated herein as if copied verbatim, announcing the
completion of its 1.5 million share repurchase authorization and the
authorization of a new 1.0 million share repurchase program.
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.
Dated: July 12, 2002 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press Release issued by CBRL Group, Inc. on
July 11, 2002.
99.2 Press Release issued by CBRL Group, Inc. on
July 11, 2002.
Exhibit 99.1
POST OFFICE BOX 787
LEBANON, TENNESSEE
37088-0787
PHONE 615.444.5533
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CBRL GROUP, INC.
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[LOGO OF CBRL GROUP, INC.]
Contact: Lawrence E. White
Senior Vice President, Finance
and Chief Financial Officer
CBRL GROUP, INC. REGISTRATION STATEMENT FOR ZERO COUPON SENIOR CONVERTIBLE
NOTES DECLARED EFFECTIVE BY SEC
LEBANON, Tenn. - (July 11, 2002) - CBRL Group, Inc. (Nasdaq: CBRL) announced
today that its registration statement relating to the resale by holders of
CBRL's 3.0% zero coupon senior convertible notes due 2032 (the "Notes"),
shares of CBRL common stock issuable upon conversion and/or redemption of the
Notes, and guarantees of the Notes by CBRL's subsidiaries, has been declared
effective by the Securities and Exchange Commission.
The Notes were originally issued by CBRL in April 2002 in transactions exempt
from registration under the Securities Act of 1933, as amended, and the
registration statement was required under the terms of that issuance.
Holders of Notes may sell Notes pursuant to the prospectus constituting a
part of the registration statement only if they have been included as selling
security holders in the prospectus or in a supplement to the prospectus.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates 456
Cracker Barrel Old Country Store(R) restaurants and gift shops located in 41
states, and 84 Logan's Roadhouse(R) company-operated and 12 franchised
restaurants in 17 states.
-END-
CRACKER BARREL OLD COUNTRY STORE(R) * LOGAN'S ROADHOUSE(R)
Exhibit 99.2
POST OFFICE BOX 787
LEBANON, TENNESSEE
37088-0787
PHONE 615.444.5533
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CBRL GROUP, INC.
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[LOGO OF CBRL GROUP, INC.]
Contact: Lawrence E. White
Senior Vice President, Finance
and Chief Financial Officer
CBRL GROUP, INC. ANNOUNCES COMPLETION OF CURRENT 1.5 MILLION
SHARE REPURCHASE AUTHORIZATION AND ANNOUNCES A NEW
AUTHORIZATION TO REPURCHASE 1.0 MILLION SHARES
LEBANON, Tenn. - (July 11, 2002) - CBRL Group, Inc. (Nasdaq: CBRL) today
announced that it has completed its most recent share repurchase
authorization of 1.5 million shares and that its Board of Directors has
authorized a new program for the repurchase of up to 1.0 million shares of
the Company's common stock. The purchases are to be made from time to time
in the open market at prevailing market prices.
Thus far this fiscal year, the Company has repurchased just over 6.6 million
shares of its common stock for total consideration of approximately $190.1
million, or $28.66 per share. These purchases were made under the Company's
previously authorized repurchase programs of 3.0 million and 1.5 million
shares, respectively, and a previously reported $60 million repurchase
executed simultaneously with the issuance of the zero-coupon senior
convertible notes in the Company's third fiscal quarter.
Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates 456
Cracker Barrel Old Country Store(R) restaurants and gift shops located in 41
states, and 84 Logan's Roadhouse(R) company-operated and 12 franchised
restaurants in 17 states.
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CRACKER BARREL OLD COUNTRY STORE(R) * LOGAN'S ROADHOUSE(R)
