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): September 28, 2004
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
305 Hartmann Drive, Lebanon, Tennessee 37087
(615) 444-5533
Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Dan W. Evins, Chairman of the Board of CBRL Group, Inc. (the "Company")
notified the Company on September 23, 2004 of his decision not to stand for
re-election to the Company's Board of Directors (the "Board") on November 23,
2004.
At the time of Mr. Evins notification, the Board, effective November 23,
2004, elected Michael A. Woodhouse, current President and Chief Executive
Officer of the Company, to the position of Chairman.
A press release announcing these events was issued by the Company on
September 28, 2004. See Section 7.01 below.
Item 7.01. Regulation FD Disclosure.
On September 28, 2004, the Company issued a press release, which is
furnished hereto as Exhibit 99.1 and incorporated by reference as if fully set
forth herein, announcing that its Board has elected its current President and
Chief Executive Officer, Michael A. Woodhouse, as its Chairman of the Board,
effective November 23, 2004. The Board of Directors, effective immediately, has
also elected current Board member Robert V. Dale as its lead independent
director.
On September 28, 2004, the Company issued a press release, which is
furnished hereto as Exhibit 99.2 and incorporated by reference as if fully set
forth herein, reporting September sales and updating earnings guidance for its
first fiscal quarter of 2005.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99.1 Press Release issued by CBRL Group, Inc. dated September 28, 2004
announcing appointment of Chairman of the Board.
99.2 Press Release issued by CBRL Group, Inc. dated September 28, 2004
reporting sales trends and earnings guidance.
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: September 28, 2004 CBRL GROUP, INC.
By: /s/ James F. Blackstock
-------------------------------------
Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary
Post Office Box 787
Lebanon, Tennessee
37088-0787
Phone 616.443.9869
[Logo of CBRL Group, Inc.]
Contact: Julie Davis
Communications Director
615-443-9266
CEO MICHAEL A. WOODHOUSE TO BECOME CBRL GROUP, INC. CHAIRMAN
Evins' Successor to Maintain Direction and Leadership
LEBANON, Tenn. (September 28, 2004) - CBRL Group, Inc. (Nasdaq: CBRL)
today announced that its Board of Directors has elected its current President
and Chief Executive Officer, Michael A. Woodhouse as Chairman of the Board
effective November 23, 2004. Current Chairman Dan W. Evins has notified the
Company of his decision not to stand for re-election to the Company's Board at
that time. The Company's Board of Directors also named Evins, effective November
23, 2004, as its Chairman Emeritus in recognition of his unique role in the
development and growth of the Cracker Barrel Old Country Store(R) ("Cracker
Barrel") concept. In this new role, Evins will continue to be available from
time to time to provide advice to the Company's Board and senior executives.
Evins founded the Cracker Barrel concept in 1969 and has served as the
Company' s Chairman since 1970. He was President of Cracker Barrel for 27 years,
and Chief Executive Officer until July 2001, when Woodhouse was elected to that
position. Evins, who turns 69 in October 2004, established Cracker Barrel as a
stopping place for travelers back when the interstate highway system was new. He
realized that people would return to his restaurants if they were welcomed with
courtesy and could get good food and quality retail products. Evins' approach to
business led to the company's mission statement of "pleasing people", and he
frequently says that this mission statement applies to all people - guests,
employees, suppliers, and shareholders. "Cracker Barrel has grown over the
years, to state the obvious," said Evins, "but I am pleased to know that the
principles I set as the foundation for the business remain strong."
Woodhouse has over 23 years of experience as an officer in the
restaurant and retail industries. He has been responsible for the strategic
direction of CBRL Group and its subsidiaries since August of 2001 when he was
elected President and CEO of CBRL, and CEO of Cracker Barrel. Previously, he was
President and Chief Operating Officer of CBRL and COO of Cracker Barrel. He
joined the organization as Senior Vice President of Finance and CFO for Cracker
Barrel Old Country Store, Inc. in 1995. Woodhouse worked closely with the rest
of Cracker Barrel's senior management during its successful turnaround in 2000,
and has led the establishment of a team-based leadership style at both Cracker
Barrel and CBRL's other subsidiary, the Logan's Roadhouse(R) casual dining
concept, which it acquired in 1999. In announcing these changes, Robert V. Dale,
the Company's lead independent director, commented, "Mike has built strong
leadership teams in both of our operating businesses and we expect as he takes
on the additional responsibilities of Chairman, that Mike will continue to
provide the steady presence and solid leadership required to meet the challenges
of today's restaurant industry."
"While Danny stepped away from the day-to-day aspects of running the
business several years ago, we continue to value his perspective and
commitment," said Woodhouse. "I think it's safe to say that what Danny started
will continue, and that the people at Cracker Barrel will always strive to
reflect the values Danny defined in our mission statement of `pleasing people'.
We are pleased that he will continue to be available for advice into the
future."
Headquartered in Lebanon, Tennessee, CBRL Group, Inc., through its
subsidiaries, presently operates 506 Cracker Barrel Old Country Store(R)
restaurants and gift shops located in 41 states and 113 company-operated and 20
franchised Logan's Roadhouse(R) restaurants in 18 states.
Except for specific historical information, many of the matters
discussed in this press release may express or imply projections of revenues or
expenditures, statements of plans and objectives or future operations or
statements of future economic performance. These, and similar statements are
forward-looking statements concerning matters that involve risks, uncertainties
and other factors which may cause the actual performance of CBRL Group, Inc. and
its subsidiaries to differ materially from those expressed or implied by this
discussion. All forward-looking information is provided by the Company pursuant
to the safe harbor established under the Private Securities Litigation Reform
Act of 1995 and should be evaluated in the context of these factors.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "assumptions," "target," "guidance,"
"outlook," "plans," "projection," "may," "will," "would," "expect," "intend,"
"estimate," "anticipate," "believe," "potential" or "continue" (or the negative
or other derivatives of each of these terms) or similar terminology. Factors
which could materially affect actual results include, but are not limited to:
changes in or implementation of additional governmental or regulatory rules,
regulations and interpretations affecting accounting (including but not limited
to, accounting for convertible debt under EITF Issue Abstract No. 04-08), tax,
wage and hour matters, health and safety, pensions, insurance or other
undeterminable areas; the effects of uncertain consumer confidence or general or
regional economic weakness on sales and customer travel activity; the ability of
the Company to identify, acquire and sell successful new lines of retail
merchandise; commodity, workers' compensation, group health and utility price
changes; consumer behavior based on concerns over nutritional or safety aspects
of the Company's products or restaurant food in general; competitive marketing
and operational initiatives; the effects of plans intended to improve
operational execution and performance; the actual results of pending or
threatened litigation or governmental investigations or charges and the costs
and effects of negative publicity associated with these activities; practical or
psychological effects of terrorist acts or war and military or government
responses; the effects of increased competition at Company locations on sales
and on labor recruiting, cost, and retention; the ability of and cost to the
Company to recruit, train, and retain qualified restaurant hourly and management
employees; disruptions to the company's restaurant or retail supply chain;
changes in foreign exchange rates affecting the Company's future retail
inventory purchases; the availability and cost of acceptable sites for
development and the Company's ability to identify such sites; changes in
generally accepted accounting principles in the United States of America or
changes in capital market conditions that could affect valuations of restaurant
companies in general or the Company's goodwill in particular; increases in
construction costs; changes in interest rates affecting the Company's financing
costs; and other factors described from time to time in the Company's filings
with the SEC, press releases, and other communications.
###
Post Office Box 787
Lebanon, Tennessee
37088-0787
Phone 615.443.9869
[Logo of CBRL Group, Inc.]
Contact: Lawrence E. White
Senior Vice President/
Finance and Chief Financial Officer
(615) 443-9869
CBRL GROUP, INC. REPORTS SEPTEMBER SALES AND REAFFIRMS EARNINGS GUIDANCE FOR
FISCAL 2005 FIRST QUARTER
LEBANON, Tenn. (September 28, 2004) -- CBRL Group, Inc. (the "Company") (NASDAQ:
CBRL) today reported comparable store sales for the four-week period ending
September 24, 2004 and reaffirmed earnings guidance for the first fiscal quarter
of 2005.
The Company reported that comparable store restaurant sales for the four
weeks ending Friday, September 24, 2004 in its Cracker Barrel Old Country
Store(R) ("Cracker Barrel") units were up 2.9% from the comparable period last
year, with approximately 2.8% higher average check, including approximately 1.7%
higher menu pricing. Cracker Barrel comparable store retail sales in September
were down 6.4%. Comparable restaurant sales in the Company's Logan's
Roadhouse(R) restaurants in September were up 3.9%, including approximately 4.6%
higher average check, including approximately 3% higher menu pricing. The
Company noted that sales were affected unfavorably in September by Hurricanes
Frances and Ivan. The Company estimated that comparable store restaurant sales
were reduced by approximately 0.5% at both Cracker Barrel and Logan's as a
result of net lost sales from the two hurricanes. Retail sales appear to have
been affected by a greater amount, approximately 2.5%, because of the lost or
reduced porch sales in many locations during the Labor Day weekend. In addition,
both concepts experienced lost sales at locations that are not part of the
comparable store base. These estimates reflected the net effect of lost sales
from closings and shorter hours and the estimated partial offset from gains at
Cracker Barrel stores that apparently benefited from evacuation activity, an
effect that was not previously estimable.
The Company urges caution in considering its current trends and the
earnings guidance disclosed in this press release. The restaurant industry is
highly competitive, and trends and guidance are subject to numerous factors and
influences, some of which are discussed in the cautionary language at the end of
this press release. The Company disclaims any obligation to update disclosed
information on trends or targets other than in its periodic filings on Forms
10-K, 10-Q, and 8-K with the Securities and Exchange Commission.
The Company reaffirmed its guidance for the first fiscal quarter of 2005,
which ends on October 29, 2004. The Company presently expects a percentage
increase in diluted net income per share up to the mid-single digits over $0.56
in the year-ago quarter. The Company's present guidance reflects expectations
for restaurant sales generally in line with previous guidance, lower
expectations for retail sales, reflecting weaker trends primarily in seasonal
product lines, and a more favorable outlook for costs.
Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates
506 Cracker Barrel Old Country Store restaurants and gift shops located in 41
states and 113 company-operated and 20 franchised Logan's Roadhouse restaurants
in 18 states.
Except for specific historical information, many of the matters discussed
in this press release may express or imply projections of revenues or
expenditures, statements of plans and objectives or future operations or
statements of future economic performance. These, and similar statements are
forward-looking statements concerning matters that involve risks, uncertainties
and other factors which may cause the actual performance of CBRL Group, Inc. and
its subsidiaries to differ materially from those expressed or implied by this
discussion. All forward-looking information is provided by the Company pursuant
to the safe harbor established under the Private Securities Litigation Reform
Act of 1995 and should be evaluated in the context of these factors.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "assumptions," "target," "guidance,"
"outlook," "plans," "projection," "may," "will," "would," "expect," "intend,"
"estimate," "anticipate," "believe," "potential" or "continue" (or the negative
or other derivatives of each of these terms) or similar terminology. Factors
which could materially affect actual results include, but are not limited to:
changes in or implementation of additional governmental or regulatory rules,
regulations and interpretations affecting accounting (including but not limited
to, accounting for convertible debt under EITF Issue Abstract No. 04-08), tax,
wage and hour matters, health and safety, pensions, insurance or other
undeterminable areas; the effects of uncertain consumer confidence or general or
regional economic weakness on sales and customer travel activity; the ability of
the Company to identify, acquire and sell successful new lines of retail
merchandise; commodity, workers' compensation, group health and utility price
changes; consumer behavior based on concerns over nutritional or safety aspects
of the Company's products or restaurant food in general; competitive marketing
and operational initiatives; the effects of plans intended to improve
operational execution and performance; the actual results of pending or
threatened litigation or governmental investigations or charges and the costs
and effects of negative publicity associated with these activities; practical or
psychological effects of terrorist acts or war and military or government
responses; the effects of increased competition at Company locations on sales
and on labor recruiting, cost, and retention; the ability of and cost to the
Company to recruit, train, and retain qualified restaurant hourly and management
employees; disruptions to the company's restaurant or retail supply chain;
changes in foreign exchange rates affecting the Company's future retail
inventory purchases; the availability and cost of acceptable sites for
development and the Company's ability to identify such sites; changes in
generally accepted accounting principles in the United States of America or
changes in capital market conditions that could affect valuations of restaurant
companies in general or the Company's goodwill in particular; increases in
construction costs; changes in interest rates affecting the Company's financing
costs; and other factors described from time to time in the Company's filings
with the SEC, press releases, and other communications.
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