SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CRACKER BARREL OLD COUNTRY STORE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
_________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total fee paid:____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid: ___________________________________
2) Form, Schedule or Registration Statement No.:________________
3) Filing party:___________________________________
4) Date filed:___________________________________
[LOGO]
CBRL GROUP, INC.
305 Hartmann Drive
Lebanon, Tennessee 37087
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, NOVEMBER 23, 1999
Notice is hereby given that the Annual Meeting of
Shareholders of CBRL Group, Inc. (the "Company") will be held on
Tuesday, November 23, 1999 at 10:00 a.m., local time, at the
offices of the Company, located at 305 Hartmann Drive, Lebanon,
Tennessee for the following purposes:
1. To elect 12 nominees for Director to serve on the Board
of Directors until the next annual meeting of shareholders and
until their successors are duly elected and qualified.
2. To approve the selection of Deloitte & Touche LLP as the
Company's independent auditors for the 2000 fiscal year.
3. To consider and take action on a shareholder proposal
requesting that the Board of Directors implement written non-
discriminatory policies relating to sexual orientation.
4. To transact any other business properly brought before
the meeting or any adjournment of the meeting.
Please refer to the Proxy Statement accompanying this notice
for a more complete statement regarding matters to be acted upon
at the Annual Meeting.
The Board of Directors has fixed the close of business on
September 24, 1999, as the record date for the purpose of
determining the shareholders entitled to notice of and to vote at
the Annual Meeting and any adjournment of the meeting.
By Order of the Board of Directors
Lebanon, Tennessee
October 26, 1999 James F. Blackstock, Secretary
YOUR REPRESENTATION AT THE MEETING IS IMPORTANT. TO ENSURE YOUR
REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD.
SHOULD YOU DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED
IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT IS
VOTED. IF YOU HAVE ANY QUESTIONS OR NEED ANY HELP IN VOTING YOUR
SHARES, PLEASE TELEPHONE JAMES F. BLACKSTOCK, SECRETARY, AT THE
COMPANY, 615.444.5533.
CBRL Group, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087
October 26, 1999
PROXY STATEMENT
This document constitutes the Proxy Statement of CBRL Group,
Inc. (the "Company") with respect to the Annual Meeting of its
Shareholders to be held on Tuesday, November 23, 1999. This Proxy
Statement is being furnished to holders of Company Common Stock in
connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting to consider
and vote upon: (i) the election of 12 directors; (ii) the
approval of the appointment of auditors; (iii) a shareholder
proposal regarding non-discriminatory employment policies; and
(iv) any other business that properly comes before the Annual
Meeting or any adjournment of the meeting. Each copy of this
Proxy Statement mailed to the shareholders of the Company is
accompanied by a form of proxy for use at the Annual Meeting.
This Proxy Statement, the attached notice and the enclosed
form of proxy are first being mailed to shareholders of the
Company on or about October 26, 1999.
Date, Time and Place of Annual Meeting
The Annual Meeting will be held at the offices of the
Company, 305 Hartmann Drive, Lebanon, Tennessee at 10:00 a.m.
local time on Tuesday, November 23, 1999.
Record Date
Each of the 58,628,162 shares of Company Common Stock, $0.01
par value per share, outstanding on September 24, 1999, the record
date for the meeting (the "Record Date"), is entitled to one vote
on all matters coming before the meeting. Only shareholders of
record on the books of the Company at the close of business on
September 24, 1999 are entitled to notice of and to vote at the
meeting, either in person or by proxy.
Voting Requirements
A quorum must be present at the meeting for any business to be
conducted. The presence at the meeting, in person or by proxy, of
the holders of a majority of the shares of Common Stock
outstanding on the record date will constitute a quorum.
Abstentions and broker non-votes will be counted as present for
purposes of determining the existence of a quorum.
As of the Record Date, there were 58,628,162 shares of
Company Common Stock outstanding. Directors shall be elected by a
plurality of the votes cast in the election by the holders of
Company Common Stock represented and entitled to vote at the
Annual Meeting. Abstentions (or broker non-votes) will have no
effect in determining if a director receives a plurality of the
votes cast.
Assuming the existence of a quorum, every other proposal
submitted to the shareholders shall be approved if the votes cast
favoring the proposal exceed votes cast opposing it. Abstentions
from voting on issues other than the election of directors will
not be considered votes cast and will have the same effect as
broker non-votes. If you are the beneficial owner of shares held
in "street name" by a broker, your broker, as the record holder of
the shares, is required to vote those shares in accordance with
your instructions. If you do not give instructions to your
broker, your broker will nevertheless be entitled to vote the
shares with respect to "discretionary" items, routine matters such
as uncontested elections of directors and appointment of auditors,
but will not be permitted to vote your shares with respect to
"non-discretionary" items such as shareholder proposals or mergers
and acquisitions. In the case of non-discretionary items, the
affected shares will be treated as "broker non-votes." To avoid
giving them the effect of negative votes, broker non-votes are
disregarded for the purpose of determining the total number of
votes cast or entitled to vote with respect to a proposal.
Proxies and Revocation of Proxies
The shares represented by all properly executed proxies that
are sent to the Company will be voted as designated and each proxy
not designated will be voted: "FOR" all of the directors
nominated; "FOR" the approval of Deloitte & Touche LLP as the
Company's auditors for the 2000 fiscal year; and "AGAINST" the
shareholder proposal.
The cost of solicitation of proxies will be borne by the
Company, including expenses in connection with preparing,
assembling and mailing this Proxy Statement. The solicitation
will be made by mail, and may also be made by the Company's
officers or employees personally or by telephone or telegram. No
officers or employees of the Company will receive additional
compensation for soliciting proxies. The Company may reimburse
brokers, custodians and nominees for their expenses in sending
proxies and proxy material to beneficial owners. The Company
retains Corporate Communications, Inc., 523 Third Avenue South,
Nashville, Tennessee to assist in the management of the Company's
investor relations and other shareholder communications issues. As
part of its duties, Corporate Communications, Inc. may assist in
the solicitation of proxies. Corporate Communications, Inc.
receives a fee of approximately $2,000 per month, plus
reimbursement of out-of-pocket expenses.
As it has done previously, the Company will continue to
employ an independent tabulator to receive and tabulate the
proxies, and independent inspectors of election to certify the
results. The Company will also continue its practice of holding
the votes of all shareholders in confidence from Company
directors, officers and employees, except (i) to allow the
independent inspectors of election to certify the results of the
vote, (ii) as necessary to meet applicable legal requirements and
to assert or defend claims for or against the Company, (iii) in
case of a contested proxy solicitation, or (iv) when a shareholder
makes a written comment on the proxy card or otherwise
communicates his or her vote to management.
A shareholder of record who signs and returns a proxy in the
accompanying form may revoke the proxy at any time before the
designated proxy holder votes, by attending the Annual Meeting and
choosing to vote in person, by filing with the Secretary of the
Company a written revocation or by duly executing a written proxy
bearing a later date. Unless duly revoked, the shares represented
by the proxy will be voted at the Annual Meeting.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors,
which consisted initially of 13 directors, must consist of not
less than 5 directors, and a majority of the Board of Directors is
empowered to establish the size of the Board. The Board of
Directors, at its regular meeting on September 30, 1999, has
established the Board size at 12 directors. Accordingly, proxies
cannot be voted for more than 12 nominees. The terms of all
present directors will expire upon the election of new directors
at the Annual Meeting. The Board of Directors proposes the
election of the nominees listed below to serve until the next
Annual Meeting and until their successors are duly elected and
qualified and have commenced serving. Eleven of the nominees are
presently directors of the Company and were elected at the Annual
Meeting held on November 24, 1998. The twelfth nominee, Michael A.
Woodhouse, presently serves as Executive Vice President and Chief
Operating Officer of the Company, and in order to fill the vacancy
resulting from Mr. Magruder's resignation, he was elected a
director by the action of the Board of Directors on September 30,
1999.
Unless contrary written instructions are received, it is
intended that the shares represented by proxies solicited by the
Board of Directors will be voted in favor of the election of all
named nominees as directors. If for any reason any nominee is
unable to serve, the persons named in the proxy have advised that
they will vote for a substitute nominee as proposed by the
Company's Board of Directors. Each nominee has consented to act
as a director, if elected, and the Board of Directors has no
reason to expect that any nominee will fail to be a candidate at
the meeting. Therefore, it does not at this time have any
substitute nominees under consideration. The information relating
to the 12 nominees set forth below has been furnished to the
Company by the named individuals.
Directors shall be elected by a plurality of the votes cast
by the shares entitled to vote in the election at the Annual
Meeting. The Board of Directors recommends that shareholders vote
"FOR" the nominees listed below. Proxies, unless they contain
contrary written instructions, will be voted "FOR" the listed
nominees.
Name, Age, Position First Became Business Experience During
with the Company a Director the Past Five Years
- --------------------- -------------- --------------------------
James C. Bradshaw, 68 1970 Practicing physician,
Director Lebanon, Tennessee
Robert V. Dale, 62 1986 Retired; President of
Diretor Windy Hill Pet Food
Company, Nashville,
Tennessee from March
1995 until the sale of
the company in July
1998; Partner in PFB
Partnership, Nashville,
Tennessee from August
1994 to March 1995;
President of Martha
White Foods, Inc.,
Nashville, Tennessee
from October 1985 to
August 1994
Dan W. Evins, 64 1970 Chairman, President and
Director, Chief Executive Officer
Chairman, of the Company; Chairman
President and and Chief Executive
Chief Executive Officer from August 1995
Officer (1) to April 1999; Chairman,
President and CEO of the
Company from 1970 until
August 1995; Member of
Board of Directors of
Clayton Homes, Inc.
Edgar W. Evins, 67 1970 Retired in June 1987;
Director (1) President, DeKalb County
Bank and Trust Company,
Alexandria, Tennessee
from 1958 until June
1987
Robert C. Hilton, 62 1981 President of Autumn
Director Capital, Nashville,
Tennessee since August
1999; Chairman,
President and CEO of
Home Technology
Healthcare, Inc.,
Nashville, Tennessee
from October 1991 to
August 1999.
Charles E. Jones, Jr., 54 1981 President, Corporate
Director Communications, Inc., an
investor/shareholder
communications and
public relations firm,
Nashville, Tennessee
Charles T. Lowe, Jr., 67 1970 Property developer and
Director investor; owner and
principal in privately-
held yacht construction
and sales companies and
warehouse company;
Retired in 1993 as
President of Travel
World, Inc., a travel
agency, Lebanon,
Tennessee
B. F. Lowery, 62 1971 Attorney; President and
Director Chairman, LoJac
Companies, asphalt
paving, highway
construction and
building materials
supplier and contractor,
Lebanon, Tennessee
Gordon L. Miller, 65 1974 Dentist, Lebanon,
Director Tennessee
Martha M. Mitchell, 59 1993 Senior Vice President
Director (since January 1987) and
Partner (since January
1993) of Fleishman-
Hillard, Inc., an
international
communications
consulting and public
relations firm, St.
Louis, Missouri
Jimmie D. White, 58 1993 Retired on December 11,
Director 1995; Senior Vice
President -Finance and
Chief Financial Officer
of the Company from 1985
to 1995
Michael A. Woodhouse, 54 1999 Executive Vice President
Director, Executive and Chief Operating
Vice President and Officer since July,
Chief Operating Officer 1999. Senior Vice
President and Chief
Financial Officer of
CBRL Group, Inc.,
September, 1998 - July,
1999. Senior Vice
President Finance and
CFO of Cracker Barrel
Old Country Store, Inc.,
December, 1995 -
September, 1998.
Dan W. Evins and Edgar W. Evins are brothers.
Certain Relationships and Related Transactions
The Company leases its store in Macon, Georgia, and
previously leased a store in Clarksville, Tennessee, from B. F.
("Jack") Lowery, a director of the Company. Under the terms of an
August 1981 agreement, Mr. Lowery purchased the land, constructed
the restaurant buildings and facilities to the Company's
specifications and leased each store to the Company for a 15-year
term. The Company vacated the Clarksville location during fiscal
year 1999. Until that location is leased to a new tenant, the
Company continues to pay rent on that site. The current
applicable annual rent for the Clarksville store is 12% of the
total initial cost of the land, building and improvements. The
annual rent for the Macon store is the greater of (i) 12% of the
total initial cost of the land, buildings and improvements, or
(ii) 5% of the total restaurant sales plus 3% of the gift shop
sales. In each case, taxes, insurance and maintenance are paid by
the Company. The Macon lease expires on June 1, 2001 with two 10-
year options remaining. During the fiscal year ended July 30,
1999, the Company paid a total of $358,521 in lease payments to
Mr. Lowery.
The Company uses the services of Corporate Communications,
Inc., a financial public relations firm in Nashville, Tennessee,
of which Charles E. Jones, Jr., a director of the Company, is
president and the major shareholder. During the past fiscal year,
the Company paid $24,000 to Corporate Communications, Inc. for
services and $414,439 for reimbursement of direct expenses
including design, preparation and distribution of the Company's
annual report, proxy materials, and quarterly reports.
The Company also uses the services of Fleishman Hillard,
Inc., a national public relations firm, in connection with its
product and service marketing efforts and in connection with
litigation response and general Company reputation public
relations activities. Martha M. Mitchell, a director, is a Senior
Partner in that firm. During the past fiscal year, the Company,
or its subsidiaries, paid $85,000 to Fleishman Hillard for its
consulting services, and $18,291 in reimbursement of direct
expenses.
The foregoing transactions were negotiated by the Company on
an arms-length basis, and management believes that these
transactions are fair and reasonable and on terms no less
favorable than those which could be obtained from unaffiliated
parties.
Committees and Meetings
During the fiscal year ended July 30, 1999, the Board of
Directors held 9 meetings. In addition, the Board of Directors
appointed a Special Committee to review the Cracker Barrel Old
Country Store, Inc. development process. That committee met once.
No incumbent director attended fewer than 75% of the total of all
meetings of the Board and all committees on which he or she served
in fiscal 1999.
Pursuant to Section 1.03 of the Company's Bylaws, the Board
of Directors may appoint, from its own membership, an Executive
Committee. The Board may determine the powers and duties of the
Executive Committee which may include "all the authority of the
Board of Directors, "except as expressly proscribed by applicable
law. The Board of Directors may also appoint other committees, and
during fiscal 1999, it appointed the following committees: Audit,
Compensation, Stock Option, Nominating.
The Executive Committee is currently composed of Robert V.
Dale, Dan W. Evins, William D. Heydel, Charles E. Jones, Jr., B.F.
("Jack") Lowery, Chairman, and Martha M. Mitchell. Generally, the
Executive Committee meets on a regular basis in months the Board
of Directors does not meet as a whole. It also meets at the call
of the Chairman of the Board, and it can be expected that the
Committee will meet from time to time during any fiscal year of
the Company when the timing of certain actions contemplated by the
Company makes it appropriate to convene the Executive Committee,
rather than the entire Board of Directors. The Executive
Committee met 3 times during the fiscal year ended July 30, 1999.
The Audit Committee is currently composed of Robert C.
Hilton, Chairman, Charles E. Jones, Jr., Gordon L. Miller and
Jimmie D. White. This committee, which met 2 times during the
fiscal year ended July 30, 1999, acts as the Board's liaison with
outside auditors, receives confidential and candid information
with respect to the status of the Company's financial condition
and the effectiveness of its internal controls with respect to
financial matters. This committee also reviews the Company's
internal accounting controls and systems, and the results of the
Company's annual audit and the Company's accounting policies and
any change in those policies.
The Compensation Committee is currently composed of Robert V.
Dale, Chairman, Edgar W. Evins, William D. Heydel and Robert C.
Hilton. This committee, which met 2 times during the fiscal year
ended July 30, 1999, reviews and recommends to the Board of
Directors the salaries, bonuses and other cash compensation of the
executive officers and other senior managers of the Company. The
Compensation Committee reviews management's performance,
particularly with respect to financial goals for the concluding
fiscal year, and the Committee reviews the Company's proposed
compensation plan for the upcoming fiscal year.
The Nominating Committee is currently composed of Robert V.
Dale, Chairman, Dan W. Evins, Robert C. Hilton, Charles E. Jones,
Jr., Charles T. Lowe, Jr. and B.F. ("Jack") Lowery. The
Nominating Committee meets once and reviews names and
qualifications of director nominees and makes recommendations to
the Board of Directors for a slate of nominees to serve as
directors prior to each Annual Meeting of shareholders. The
Nominating Committee will consider nominees recommended in writing
by shareholders who submit director nominations to the Company
prior to the deadline for shareholder proposals as further
described under "Proposals of Shareholders" later in this
document.
The Stock Option Committee is currently composed of James C.
Bradshaw, William D. Heydel, Chairman, and Martha M. Mitchell.
This committee, which met twice during the fiscal year ended July
30, 1999, reviews the Company's business plan with respect to
option grants and is responsible for the administration of the
Company's Incentive Stock Option Plan of 1982, its 1987 Stock
Option Plan and its current Amended and Restated Stock Option
Plan.
Director Compensation
The Company pays to each of its outside directors an annual
retainer of $20,000, plus $1,000 as a director's fee for each
Board meeting attended. Outside directors who are members of the
Executive Committee, Audit Committee, Compensation Committee,
Nominating Committee and Stock Option Committee receive a fee of
$1,000 for each committee meeting attended (except for 5 regular
Executive Committee meetings planned for each year for which the
members have waived additional fees and no meeting fees are
currently paid). The chairperson of these committees receives an
additional fee of $200 for each committee meeting attended. All
outside directors are reimbursed by the Company for out-of-pocket
expenses incurred in connection with attendance at meetings. No
director's fees are paid to directors who are also employees of
the Company.
INFORMATION CONCERNING THE COMPANY
General
The Company was incorporated under the laws of the State of
Tennessee on August 7, 1998, at the direction of the Company's
Board of Directors, to engage in the business of a holding company
to own one or more operating subsidiaries. The Company is the
parent of the following wholly-owned subsidiaries: Cracker Barrel
Old Country Store, Inc. (incorporated in 1969) and Logan's
Roadhouse, Inc. Each of the subsidiaries is a Tennessee
corporation. Through Cracker Barrel Old Country Store, Inc., the
Company also owns CPM Merger Corporation which operates the
Carmine Giardini's Gourmet Market and Italian restaurant business
in Florida.
The Company conducts its business from offices located at 106
Castle Heights Avenue North, and at 305 Hartmann Drive, Lebanon,
Tennessee 37087, telephone number 615.444.5533. The Company
Common Stock is traded over-the-counter and quoted on the Nasdaq
National Market under the symbol "CBRL."
Directors and Executive Officers
The Company's Board of Directors consists of 12 members.
The Directors and officers of the Company are:
Directors
James C. Bradshaw Robert C. Hilton Gordon L. Miller
Robert V. Dale Charles E. Jones, Jr. Martha M. Mitchell
Dan W. Evins Charles T. Lowe, Jr. Jimmie D. White
Edgar W. Evins B.F. ("Jack") Lowery Michael A. Woodhouse
Officers
Chairman, President and
Chief Executive Officer Dan W. Evins
Executive Vice President
and Chief Operating Officer Michael A. Woodhouse
Senior Vice President,
Chief Financial Officer and Treasurer Lawrence E. White
Vice President, General Counsel
and Secretary James F. Blackstock
Assistant Treasurer Patrick A. Scruggs
The Board of Directors as elected at the Annual Meeting of
Shareholders for which this Proxy Statement was prepared shall
serve as the Company's Board of Directors until the next annual
meeting and until their successors are duly elected and qualified
and confirmed. The officers of the Company will be elected by the
Board of Directors at the annual meeting of the Board of Directors
to be held immediately following the Annual Meeting.
Security Ownership of Certain Beneficial Owners and
Management
The Company's Common Stock was not beneficially owned,
directly or indirectly, by any 5% or greater shareholders as
reported to the Company by NASD, as of September 24, 1999.
The following information pertains to Company Common Stock
beneficially owned, directly or indirectly, by all directors and
nominees, by all named executive officers, and by all directors,
director nominees, and all executive officers as a group, as of
September 24, 1999. Unless otherwise noted, the named persons may
be contacted at the Company's executive offices and they have sole
voting and investment power with respect to the shares indicated.
Class of Names of Amount and Nature of Percent Of Class
Stock Beneficial Owners Beneficial Ownership (1) (Common Stock)
- ----------- ---------------------- ------------------------ ----------------
Common James F. Blackstock 22,467 *
James C. Bradshaw (2) 545,719 *
Robert V. Dale 79,416 *
Dan W. Evins 846,667 1.4%
Edgar W. Evins (3) 70,160 *
William D. Heydel (2) 542,827 *
Robert C. Hilton 101,299 *
Charles E. Jones, Jr. 102,761 *
Charles T. Lowe, Jr. (4) 903,796 1.5%
B. F. ("Jack") Lowery 240,125 *
Gordon L. Miller 167,167 *
Martha M. Mitchell 42,072 *
Jimmie D. White 23,340 *
Lawrence E. White (5) 0 *
Michael A. Woodhouse 83,167 *
All Officers and Directors
as a group (15 persons) 3,770,983 6.0%
*Less than one percent
(1) Includes the following number of shares subject to options
exercisable by the named holders within 60 days:
James F. Blackstock 20,667 Charles T. Lowe, Jr. 66,734
James C. Bradshaw 142,670 B. F. ("Jack") Lowery 142,670
Robert V. Dale 66,734 Gordon L. Miller 66,734
Dan W. Evins 336,667 Martha M. Mitchell 41,422
Edgar W. Evins 66,734 Jimmie D. White 0
William D. Heydel 142,670 Lawrence E. White 0
Robert C. Hilton 92,046 Michael A. Woodhouse 76,667
Charles E. Jones, Jr. 92,046
All Officers and Directors as a group (15 persons) 1,354,461
The shares described in this note are deemed to be
outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by each named individual and
by the group, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other
person.
(2) Includes shares owned jointly with spouse, with whom voting
and investment power is shared: Dr. Bradshaw 403,049 and Mr.
Heydel 400,157.
(3) Includes 223 shares owned by Mr. Evins' wife in her SEP, for
which voting and investment power is shared.
Voting and investment power with respect to 43,491 shares is
shared by Mr. Lowe and his wife, the owner of these shares.
Mr. White joined the Company on September 27, 1999.
Report of the Compensation Committee and the Stock Option
Committee of the Board of Directors on Executive Compensation
The Company's compensation policies for the executive
officers and other senior management personnel of the Company and
its subsidiaries are administered by two committees of the Board
of Directors - the Compensation Committee and the Stock Option
Committee. All members of these committees are outside, non-
employee directors.
The primary components of executive compensation are base
salary, bonus and longer-term incentives such as stock options.
Total compensation is generally targeted to be competitive at not
less than the 75th percentile of the market for positions of
similar responsibilities. The Company considers it necessary and
appropriate to position compensation packages at these levels to
attract, retain and motivate executives and other key management
personnel with the essential qualifications for managing the
Company's operations and growth.
The Compensation Committee recommends to the Board of
Directors the salaries and bonus plan for the executive officers.
The Stock Option Committee administers the stock option plans
pursuant to which all employee stock options are granted.
Section 162(m) of the Internal Revenue Code limits
deductibility of certain compensation for the chief executive
officer and the four other highest paid executive officers to
$1,000,000 per year, unless certain requirements are met. The
policy of the Company is generally to design its compensation
plans and programs to ensure full deductibility. The Compensation
Committee and the Stock Option Committee attempt to balance this
policy with compensation programs designed to motivate management
to maximize shareholder wealth. If these committees determine
that the interests of the shareholders are best served by the
implementation of compensation policies that are affected by
Section 162(m), Company policies do not restrict these committees
from exercising discretion in approving compensation packages even
though that flexibility may result in certain non-deductible
compensation expenses.
Base Salary. In setting the fiscal 1999 base salary for each
executive officer, the Compensation Committee reviewed the then-
current salary for each of the officers in relation to average
salaries within the industry for comparable areas of
responsibility as presented in a report prepared for the Company
by independent executive compensation consultants. In addition,
the Compensation Committee considered the contribution made by
each executive officer during fiscal 1998, as reported by the
Chief Executive Officer, and it considered salary recommendations
made by the Chief Executive Officer based on information prepared
by management, for the executive officers other than the Chairman
and Chief Executive Officer, Dan W. Evins. Except for
recommendations from management, the Compensation Committee
employed procedures similar to those used for each of the other
executive officers to determine the fiscal 1999 salary for Dan W.
Evins.
Bonus. The Compensation Committee has determined that the
financial performance of the Company should be a significant
factor in rewarding its executive officers. Therefore, in July of
each year, the Compensation Committee reviews the expected
financial performance of the Company for the concluding fiscal
year and considers the internal budget established for the next
fiscal year in setting certain financial goals and criteria for
executive officer bonuses.
In fiscal 1999, the Company and its Cracker Barrel Old
Country Store, Inc. subsidiary operated pursuant to a Management
Incentive Plan affecting executive officers and senior managers.
The purpose of the Management Incentive Plan is to link individual
job performance and resulting compensation to the financial
performance of the Company. This ensures that all participants are
encouraged to achieve individual goals while remaining focused on
the Company's overall financial results. The Plan is also designed
to ensure that participants' financial interests remain directly
tied to those of the Company's shareholders. A participant's
target bonus percentage varies based on salary grade level.
Generally, bonus awards are calculated based on the following
factors: (i) Company financial results compared to the Company's
business plan, (ii) the individual's performance against his or
her stated goals, (iii) the individual's fiscal year base salary
amount, and (iv) the individual's target bonus percentage. Maximum
bonus percentages available to executive officers range from 90%
to 225% of base salary (225% for Mr. Evins, 180% for Mr.
Woodhouse, and 90% for Mr. Blackstock). No cash bonuses were paid
for fiscal 1999 to Mr. Evins, Mr. Woodhouse or Mr. Blackstock.
Stock Options. In contrast to salary and bonus awards, which
are generally for past work performance, stock options are
intended to engender loyalty and commitment to the Company and its
subsidiaries and to encourage future performance which contributes
to stock price appreciation. They are granted at an exercise
price which is equal to the closing market price of Company Common
Stock on the day before the date of grant, and therefore have no
realizable value until the stock trading price increases. The
Stock Option Committee has generally granted nonqualified stock
options annually. In recent years, the Committee has extended
option grants down into the organization as far as the top hourly
level positions in the stores.
Compensation Committee Stock Option Committee
---------------------- ----------------------
Robert V. Dale, Chairman William D. Heydel, Chairman
Edgar W. Evins Dr. James C. Bradshaw
William D. Heydel Martha M. Mitchell
Robert C. Hilton
Stock Performance Graph
The following graph sets forth the yearly percentage change
in the cumulative total shareholder return on Company Common Stock
during the preceding five fiscal years, ended July 30, 1999,
compared with the Standard & Poor's 400 MidCap Index and a Total
Return Index comprised of all NASDAQ companies with the same two-
digit SIC (Standard Industrial Classification) code (58 - Eating
and Drinking Places) as the Company.
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
CBRL 100 90 92 123 131 65
NASDAQ (SIC Code 58XX) 100 120 113 112 110 111
S&P 400 MIDCAP 100 122 129 185 203 240
Summary Compensation Table.
The following table sets forth information concerning the
compensation of the Chief Executive Officer and the other most
highly compensated executive officers who served in those
capacities during the fiscal year ended July 30, 1999. During
fiscal 1999, the Company had only four executive officers.
Long Term
Annual Compensation Compensation
Name Principal Position Fiscal Salary Bonus Securities Restricted Other
Underlying Stock Annual
Options Awards(1) Compensation(2)
Granted
Dan W. Chairman of the Board, 1999 $400,400 $ -- 132,525 $ - $ 34,165
Evins President and Chief 1998 385,000 536,669 40,000 - 33,316
Executive Officer 1997 385,000 545,613 40,000 - 31,439
Ronald N. President and Chief 1999 257,833 443,857(4) 40,000 - 2,455
Magruder Operating Officer(3) 1998 350,000 390,304 40,000 - 5,106
1997 350,000 396,809 35,000 - 104,814
Michael A. Senior Vice President/ 1999 240,240 - 164,812 - 19,525
Woodhouse Finance and Chief 1998 231,000 257,601 25,000 - 17,610
Financial Officer 1997 231,000 261,894 25,000 - 95,762
Richard K. President and Chief 1999 274,318 - 183,073 603,125 243,836
Arras Operating Officer of 1998 - - - - -
Cracker Barrel Old 1997 - - - - -
Country Store,
Inc. (5)
James F. Vice President and 1999 168,000 - 26,172 - 6,936
Blackstock General Counsel, 1998 150,000 104,112 14,000 - 3,386
Corporate Secretary 1997 18,750 10,935 10,000 - -
On December 11, 1995, the effective date of Mr. Woodhouse's
employment with the Company, he received a restricted stock award
of 5,000 shares worth $93,750 based on the value of Company Common
Stock on December 8, 1995. These shares vest at a rate of 20% per
year, and based on the value of Company Common Stock at the end of
fiscal 1999, were worth $75,625 No dividends are paid on these
restricted shares until the shares actually vest. On October 12,
1998, Mr. Arras received a restricted stock award of 25,000 shares
worth $603,125, based on the value of Company Common Stock on that
date. These shares vest at a rate of 20% per year.
Includes premiums paid on Life and Disability insurance for
coverage above that available to all salaried employees generally
of $32,885 for Mr. Evins, $675 for Mr. Magruder, $19,525 for Mr.
Woodhouse, $4,731 for Mr. Arras, and $4,400 for Mr. Blackstock;
moving expenses paid by the Company for Mr. Arras of $36,130; and
the Company's contributions to its 401(k) Employee Savings Plan
and any deferred compensation plan for each named officer in
fiscal 1999. This also includes a signing bonus to Mr. Arras of
$200,000.
Mr. Magruder resigned from the Company at April 12, 1999.
Includes certain severance payments due under Mr. Magruder's
employment contract.
Mr. Arras joined Cracker Barrel Old Country Store, Inc. in
October, 1998.
Options Granted During Fiscal Year Ended July 30, 1999.
The following table sets forth all options to acquire shares of
Company Common Stock granted to the named executive officers
during the fiscal year ended July 30, 1999.
Potential Realizable
Values at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants (1) Term (2)
Name Securities % of Total Exercise or Expiration 5% 10%
- ---- Underlying Options Base Price Date ----- -----
Options Granted $/Share ----------
Granted to -----------
------- Employees
in Fiscal
Year
----------
Dan W. Evins 60,000 2.1% $25.25 09-24-08 $952,775 $2,414,520
72,525 2.5% 18.375 04-20-09 838,094 2,123,896
Ronald N.
Magruder 40,000 1.4% 25.25 09-24-08 635,184 1,609,680
Michael A. 30,000 1.0% 25.25 09-24-08 476,388 1,207,260
Woodhouse 34,812 1.2% 18.375 04-20-09 402,285 1,019,470
100,000 3.5% 15.3125 07-29-09 962,995 2,440,418
Richard K. 150,00 5.2% 25.25 09-24-08 2,381,938 6,036,300
Arras 33,073 1.1% 18.375 04-20-09 382,190 968,543
James F. 14,000 0.5% 25.25 09-24-08 222,314 563,388
Blackstock 12,172 0.4% 18.375 04-20-09 140,659 356,457
(1) The exercise price of the options granted is equal to the
closing market price of Company Common Stock on the day before the
date of grant. Options generally vest and become exercisable at a
rate of 1/3 of the total number of shares specified in the option
grant during each 12-month period following one year from the date
of grant for most options granted during the fiscal year ended
July 30, 1999. On April 20, 1999, the Company made a one-time
grant of options to Company and to senior Cracker Barrel Old
Country Store, Inc. senior and mid-level management in lieu of
certain cash bonuses. Those options vest in 12 months. To the
extent any optionee doesn't exercise an option as to all shares
for which the option was exercisable during any 12-month period,
the balance of the unexercised options shall accumulate and the
option with respect to those shares will be exercisable at any
later time before expiration. Options expire 10 years from the
date of the grant. The Company's existing Amended and Restated
Stock Option Plan, and its predecessor plans, provide for
immediate vesting of remaining stock options upon a defined change
in control. Pursuant to the terms of the Amended and Restated
Stock Option Plan, Mr. Magruder's options expired when not
exercised within 90 days following his resignation.
(2) The potential realizable values illustrate values that
might be realized upon exercise immediately prior to the
expiration of the term of these options using 5% and 10%
appreciation rates, as required by the Securities and Exchange
Commission, compounded annually. These values do not, and are not
intended to, forecast possible future appreciation, if any, of the
Company's stock price. Additionally, these values do not take into
consideration the provisions of the options providing for vesting
over a period of years or termination of options following
termination of employment.
Option Exercises and Fiscal Year End Values
There were no options exercised during the fiscal year ended
July 30, 1999 by the named executive officers. The following
table sets forth the number and value of unexercised options held
by the named executive officers at fiscal year end.
Number of Securities Value of Unexercised In-The-
Underlying Unexercised Money Options at FY-End(1)
Options at FY-End
----------------------- ----------------------------
# Shares
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
Dan W. Evins 0 $0 290,000 175,525 $0 $0
Ronald N. Magruder 0 0 0 0 0 0
Michael A. Woodhouse 0 0 50,000 189,812 0 0
Richard K. Arras 0 0 0 183,073 0 0
James F. Blackstock 0 0 11,334 38,838 0 0
(1) The last trade of Company Common Stock, as reported by
NASDAQ on July 30, 1999, was $15.125. That price was used in
calculating the value of unexercised options.
Executive Employment Agreements
An employment agreement exists with Dan W. Evins (Chairman
and Chief Executive Officer) which, upon the occurrence of certain
events, authorizes a severance payment approximately equal to
three times his annual salary in effect on the date of
termination. Although not intended primarily as a standard
employment contract, the agreement does provide for payment of a
specified annual salary which shall not be decreased, and which
may be increased from time to time. This agreement does not
preclude Mr. Evins' from participating in any other Company
benefit plans or arrangements. Under the agreement, Mr. Evins may
terminate his employment and receive the three-year severance
payment if there is a "change in control of the Company" (as
defined in the agreement), accompanied by: (1) a decrease in his
base salary or bonus percentage; or (2) a reduction in the
importance of his job responsibilities; or (3) a geographical
relocation without his consent. The three-year severance payment
shall also be made to Mr. Evins if the Company breaches the terms
of the agreement. The employment agreement also describes rights
to compensation if Mr. Evins' employment is terminated or
suspended due to death, disability, poor performance or wrongful
activities.
Effective December 11, 1995, the Company employed Mr. Michael
Woodhouse as Senior Vice President of Finance and Chief Financial
Officer. Mr. Woodhouse was granted an option under the 1987 Stock
Option Plan for 25,000 shares of Company Common Stock on his start
date, with the option vesting at a rate of 1/3 each year following
one year from the grant date and expiring 10 years after the date
of grant. To remedy Mr. Woodhouse's loss of non-vested options in
the stock of his former employer, the Company granted him 5,000
shares of restricted Company Common Stock which vests at 20% per
year.
Effective October 12, 1998, the Company's subsidiary, Cracker
Barrel Old Country Store, Inc., employed Mr. Arras as President
and Chief Operating Officer. Mr. Arras was granted an option,
under the Amended and Restated Stock Option Plan then in effect,
for 150,000 shares of common stock. That option grant vests 1/3
each year following one year from the grant date and it expires 10
years from that date. To remedy Mr. Arras's loss of certain non-
vested "stock appreciation" rights granted by his former employer,
he was granted 25,000 shares of common stock which vests 20% per
year following one year from his date of hire. If Mr. Arras's
employment is involuntarily terminated for performance rather than
for cause, he will receive a severance package consisting of one
year's base salary and estimated bonus. He will also receive a
separate payment of $600,000, but that amount decreases by 20% per
year from the date of employment.
Change in Control Agreements
On September 30, 1999, the Company Board of Directors
approved a plan responding to change in control issues. Generally,
senior officers and other key personnel in the Company and its
subsidiaries have been provided agreements stating that upon a
"change in control," they will receive specified salary payments
and other benefits. For the named executive officers, change in
control is defined to include certain circumstances in which a
person becomes the beneficial owner of securities representing 20%
or more of the combined voting power of the Company, a majority of
the Board changes within a 2-year period, or a merger,
consolidation or reorganization of the Company occurs. In
addition, these officers will receive the specified benefits if
after a change in control, there is (a) a material change in
duties and responsibilities resulting in the assignment of duties
and responsibilities inferior to the duties and responsibilities
in effect at the time of change in control, (b) a reduction in
salary or a material change in benefits (excluding discretionary
bonuses), or (c) a change in the location of work assignments from
the location at the time of a change in control to any other
location that is further than 50 miles away. For the named
executive officers of the Company, the salary payments will be
2.00 or 2.99 times the average salary and bonus for the 3 years
prior to a change in control (including, when required, a gross-up
payment to cover excise taxes) and benefits will include
continuation of and payments for health benefits for a 2-year
period. The forms of change in control agreement for the named
executive officers are attached as Exhibits to the Company's 1999
Form 10-K. Similar change in control plans have been implemented
for key personnel in the Company's subsidiaries.
PROPOSAL 2 -- APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has selected and appointed Deloitte &
Touche LLP as independent auditors of the Company for the 2000
fiscal year, subject to shareholder approval. Deloitte & Touche
LLP has served as the Company's independent auditors since the
fiscal year ended July 31, 1973. A representative of Deloitte &
Touche LLP is expected to be present at the Annual Meeting with
the opportunity to make a statement, if the representative
desires, and to be available to respond to appropriate questions.
For adoption of this proposal, the votes cast favoring the
proposal must exceed the votes cast opposing it. The Board of
Directors recommends that shareholders vote "FOR" the proposal.
Proxies, unless they contain contrary written instructions, will
be voted "FOR" the proposal.
PROPOSAL 3 -- SHAREHOLDER PROPOSAL
The New York City Employees' Retirement System, Office of the
Comptroller, 1 Centre Street, New York, New York 10007, has stated
that it is the beneficial owner of 114,584 shares of Company
Common Stock and has informed the Company that it intends to
present the following proposal at the Annual Meeting:
WHEREAS, in February, 1991 the management of CBRL Group, Inc.
(formerly, Cracker Barrel Old Country Store) announced a policy of
discrimination in employment against gay men and lesbians; and,
WHEREAS, although CBRL Group's management asserts that this
discrimination policy has been rescinded, the company has refused
to rehire fired workers and media reports have indicated that gay
and lesbian workers continue to be dismissed on the basis of their
sexual orientation; and,
WHEREAS, employment discrimination on the basis of sexual
orientation may deprive corporations of the services of productive
employees, leading to less efficient corporate operations which in
turn can have a negative impact on shareholder value;
RESOLVED, shareholders request the Board of Directors to
implement non-discriminatory policies relating to sexual
orientation and to add explicit prohibitions against such
discrimination to its corporate employment policy statement.
For adoption of the proposal, the votes cast favoring it must
exceed the votes cast opposing it. The Board of Directors
recommends a vote "AGAINST" this proposal for the reasons cited
below. Proxies, unless they contain contrary written
instructions, will be voted "AGAINST" the proposal.
The Company's Position
The Company does not discriminate against gays or lesbians as
guests or as employees. The Company, and its subsidiaries,
including Cracker Barrel Old Country Store, Inc., hire men and
women solely on the basis of their qualifications, experience and
performance capabilities. The Company, and its subsidiaries, do
not obtain information with respect to sexual orientation, the
Company and its subsidiaries comply with all applicable local,
state and federal employment laws, and adhere to equal opportunity
hiring policies which require them to hire without regard to race,
color, creed, age or gender.
Directly stated, the Company, and its subsidiaries, including
Cracker Barrel Old Country Store, Inc., adhere to the letter and
spirit of the law regarding nondiscrimination in the workplace,
and seek to comply at all times with all applicable laws affecting
hiring and employment. In fact, the Company and its subsidiaries
desire to hire the broadest range of qualified and capable
employees for all positions. Because the Company and its
subsidiaries already adhere to such a broad policy and because
many years ago Cracker Barrel Old Country Store, Inc. rescinded
any policies which may have been regarded as discriminatory with
respect to gay or lesbian individuals, the Board of Directors does
not believe that a formal or written non-discrimination policy
relating specifically and exclusively to sexual orientation is
appropriate or necessary. The Board of Directors for these reasons
recommends a vote "AGAINST" this shareholder proposal.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the
Company's 2000 Annual Meeting must be received by the Company's
Secretary no later than June 15, 2000 to be eligible for inclusion
on the Company's proxy statement and form of proxy related to that
meeting. Shareholder proposals should be sent to: Corporate
Secretary, CBRL Group, Inc., P.O. Box 787, Hartmann Drive,
Lebanon, Tennessee 37088-0787. If the Company does not receive
notice of any other matter that a shareholder wishes to present at
the Annual Meeting in 2000 by September 11, 2000, and a matter is
raised at that meeting, the holders of the proxy for that meeting
will have authority to vote on the matter in accordance with their
best judgment and discretion, without any discussion of the
proposal in the proxy statement for the Annual Meeting. The
Company may exercise discretionary voting authority under proxies
solicited by it for the shareholders' 2000 Annual Meeting if it
receives notice of a proposed non-Rule 14a-8 shareholder action
after September 11, 2000.
ANNUAL REPORT AND FINANCIAL INFORMATION
A copy of the Company's Annual Report to Shareholders for
fiscal year 1999 is being mailed to each shareholder with this
Proxy Statement. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K, AND A LIST OF ALL ITS EXHIBITS, WILL BE SUPPLIED WITHOUT
CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO THE COMPANY AT
ITS PRINCIPAL EXECUTIVE OFFICES: CBRL GROUP, INC., ATTENTION:
INVESTOR RELATIONS, P.O. BOX 787, LEBANON, TENNESSEE 37088-0787.
EXHIBITS TO THE FORM 10-K ARE AVAILABLE FOR A REASONABLE FEE.
OTHER BUSINESS
It is not anticipated that any other business will arise
during the Annual Meeting. Management of the Company has no other
business to present and does not know that any other person will
present any other business. However, if any other business
properly comes before the shareholders for a vote at the meeting,
proxy holders will vote your shares in accordance with their best
judgment.
CBRL GROUP, INC.
Proxy solicited by and on behalf of the Board of Directors for the
Annual Meeting of Shareholders to be held on Tuesday, November 23,
1999.
The undersigned hereby appoints Dan W. Evins and Michael A.
Woodhouse and each of them, as proxies, with full power of
substitution, to vote all shares of the undersigned as shown below
on this proxy at the Annual Meeting of Shareholders of CBRL Group,
Inc. to be held at the Company's offices located at 305 Hartmann
Drive, Lebanon, Tennessee, on Tuesday, November 23, 1999, at 10:00
a.m., local time, and any adjournments of that meeting.
The Board of Directors recommends a vote "FOR" proposals 1 and 2.
1. ELECTION OF DIRECTORS:
__ FOR all of the following nominees: James C. Bradshaw, Robert V.
Dale, Dan W. Evins, Edgar W. Evins, Robert C. Hilton, Charles
E. Jones, Jr., Charles T. Lowe, Jr., B.F. ("Jack") Lowery, Gordon
L. Miller, Martha M. Mitchell, Jimmie D. White and Michael A.
Woodhouse.
___ WITHHOLD AUTHORITY (ABSTAIN) to vote for the following
nominee(s) (please print name(s)):
_______________________________________________________________
___ WITHHOLD AUTHORITY (ABSTAIN) to vote for all nominees.
2. TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 2000.
__ FOR __ AGAINST ___ WITHHOLD AUTHORITY (ABSTAIN)
The Board of Directors recommends a vote "AGAINST" proposal 3.
3. To vote on a shareholder proposal requesting that the BOARD OF
DIRECTORS ADOPT WRITTEN NON-DISCRIMINATION POLICIES RELATING TO
SEXUAL ORIENTATION.
__ FOR ___ AGAINST ____ WITHHOLD AUTHORITY (ABSTAIN)
(Please date and sign this proxy below.)
4. In their discretion, to transact such other business as may
properly be brought before the meeting or any adjournment of the
meeting. Your shares will be voted in accordance with your
instructions. If no choice is specified, shares will be voted FOR
the nominees in the election of directors, FOR approval of the
selection of Deloitte & Touche LLP, and AGAINST the shareholder
proposal to adopt written non-discrimination policies relating to
sexual orientation.
Date _________________________, 1999.
PLEASE SIGN HERE AND RETURN PROMPTLY
_______________________________________
_______________________________________
Please sign exactly as your name appears at left. If registered in
the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians, attorneys and corporate
officers should show their full titles.
________________________________________________________________
If you have changed your address, please PRINT your new address on
this line.
