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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): February 2, 2005
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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
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))
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Item 8.01. Other Events.
On February 2, 2005, Cracker Barrel Old Country Store, Inc. ("Cracker
Barrel"), a wholly-owned subsidiary of CBRL Group, Inc., issued the press
release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K,
which by this reference is incorporated herein as if copied verbatim, announcing
that all charges relating to alleged illegal political contributions within the
State of Texas filed by the Travis County, Texas District Attorney (the
"District Attorney") have been dismissed. The dismissal results from an
agreement, furnished as Exhibit 99.2 to this Current Report on Form 8-K, which
by this reference is incorporated herein as if copied verbatim, entered into by
Cracker Barrel and the District Attorney, representing the State of Texas.
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 February 2, 2005.
99.2 Agreement dated February 2, 2005 to Dismiss Indictment entered
into by Cracker Barrel and the District Attorney, representing the
State of Texas.
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: February 2, 2005 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 99.2
NO. 9-04-0562
THE STATE OF TEXAS ss. IN THE 331st JUDICIAL
V. ss. DISTRICT COURT
CRACKER BARREL
OLD COUNTRY STORE, INC. ss. TRAVIS COUNTY, TEXAS
AGREEMENT
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In exchange for the Defendant's agreement to the terms set forth below, the
State of Texas agrees to dismiss the indictment (the "Indictment") currently
pending in the above-entitled and numbered criminal action.
This agreement shall be deemed to have been executed on the date that it
has been signed by each of the following persons: J. F. Blackstock, Assistant
Secretary of Cracker Barrel Old Country Store, Inc. ("Defendant"), a person
authorized to act on behalf of Defendant; Fish & Richardson P.C., by Paul E.
Coggins, the Defendant's attorney of record herein; and Ronald Earle, District
Attorney of Travis County, Texas, representing the State of Texas.
The Defendant certifies that, following the Indictment, it has reviewed its
existing policies and has adopted additional internal polices that are designed
to reflect its commitment against making illegal political contributions in the
State of Texas. The parties acknowledge that the State has been furnished with
and has reviewed and approved Defendant's internal compliance policies (the
"Compliance Policies") regarding political contributions that Defendant adopted
subsequent to the Indictment.
In consideration of Defendant's adoption of the Compliance Policies, the
State does hereby dismiss the Indictment and agrees to take, within three (3)
days of the execution of this agreement, such formal action as is necessary to
evidence such dismissal. In the event that Defendant abides by the remaining
terms of the agreement, the State will not seek a new indictment related to the
offense alleged in the Indictment (or any offense reasonably related thereto,
including, without limitation, indictment of any current officers or directors
of Defendant or Defendant's parent corporation related to this contribution) and
will take no other steps to proceed with prosecution of the case against
Defendant. Any violation of the remaining terms of this agreement by Defendant
within the statute of limitations may result in presentation of the case to
another grand jury and continued prosecution.
In exchange for dismissal of the Indictment, the Defendant agrees to the
following:
1. Defendant will publicly disclose all corporate political contributions on
its website for a period of two years from the date of this agreement.
2. Defendant will not make any illegal corporate political contributions in
the State of Texas or in any other state that prohibits corporate political
contributions.
3. Defendant will cooperate with the State of Texas in its prosecution and
investigation of any other person for any offense related to the corporate
contribution made by Defendant that is the subject of the Indictment.
4. All correspondence regarding this agreement shall be delivered by facsimile
transmission, or hand-delivery to:
Travis County District Attorney
Special Prosecution Division, Public Integrity Unit
205 W. 9th Street, Suite 400
Austin, Texas 78701
Facsimile: (512) 854-4810
Cracker Barrel Old Country Store, Inc.
Care of Paul Coggins, Attorney for Defendant
Fish & Richardson, P.C.
5000 Bank One Center
1717 Main Street
Dallas, Texas 75201
Facsimile: (214) 747-2091
The State of Texas, by and through her District Attorney, enters into this
agreement after taking into consideration the following:
1. Based upon the evidence obtained by the State during the course of its
investigation of this case, the offense alleged in the indictment appears
to consist only of a single incident that allegedly occurred within the
State of Texas and does not constitute a continuing course of conduct.
2. The facts indicate that Defendant may have approved the contribution that
is the subject of the Indictment on the basis of false and misleading
information provided by the fundraiser who solicited the contribution and
that, in any event, that there was no intent on the part of the Defendant
to violate any laws relative to campaign finance including, without
limitation, the applicable laws of the State of Texas.
3. Defendant no longer employs the person responsible for submitting the
contribution request.
4. Defendant has demonstrated to the District Attorney that it has a history
of good citizenship and high ethical standards.
5. The District Attorney believes that the public would be better served by
resolving this case through this agreement.
6. The District Attorney believes that resolution of this case by way of this
agreement will serve to cause corporations to more closely monitor and
evaluate their political contributions in Texas and throughout the United
States.
7. The Defendant, after discussions with the District Attorney, has decided to
provide Fifty Thousand and 00/100 dollars ($50,000) to financially support
a nonpartisan, balanced and publicly informative program or series of
programs to The LBJ School of Public Affairs at the University of Texas -
Austin.
Additionally, Defendant and the State of Texas enter into this
agreement with the understanding that if Defendant fails to comply with the
terms of the agreement and the prosecution of this offense proceeds to trial,
that this agreement will not and cannot be used as evidence by either side at
trial.
The Defendant further acknowledges that the historical basis for the Texas
prohibition against corporate political contributions is that they constitute a
genuine threat to democracy.
Finally, Defendant understands and agrees that the State will file this
document as an attachment to the dismissal of the case.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
SIGNED:
CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/ J.F. Blackstock
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Defendant's representative in this matter
Printed name: J.F. Blackstock
Title: Assistant Secretary
Date: January 31, 2005
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/s/ Paul E. Coggins
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Paul E. Coggins, Attorney for Defendant
Date: February 1, 2005
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/s/ Ronald Earle
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Ronald Earle, Travis County District Attorney
Date: February 2, 2005
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Exhibit 99.1
[Logo of Cracker Barrel Old Country Store]
For Immediate Release Contact: Julie Davis
- --------------------- 615/443-9266
CHARGES AGAINST CRACKER BARREL IN TRAVIS COUNTY, TEXAS
DISMISSED
LEBANON TN (February 2, 2005) - Cracker Barrel Old Country Store, Inc. ("Cracker
Barrel") announced today that all charges filed by the Travis County, Texas
District Attorney against the company regarding a political contribution that
was alleged to be illegal have been dismissed.
The dismissal results from an agreement wherein the District Attorney
acknowledged that "there was no intent on the part of [Cracker Barrel] to
violate any laws." The agreement also stated that Cracker Barrel "has
demonstrated to the District Attorney that it has a history of good citizenship
and high ethical standards."
"We're pleased with the dismissal of all charges. Since this matter was
instituted, we have steadfastly maintained that we had not engaged in any
illegal conduct. We believe that this agreement confirms our position," said
Cracker Barrel spokesperson Julie Davis. "We're glad to be able to put this
matter behind us and move forward," Davis added. In the agreement, which is
included in the Company's Form 8-K filed today and available through the Edgar
Online website, there is no admission of wrongdoing by the company.
The company said it has reviewed and has adopted additional internal policies
designed to reflect and further reinforce its longstanding policy of making
only legal political contributions.
In a gesture intended to reinforce its longstanding commitment to good corporate
citizenship and proper participation in the political process, the company also
agreed that it would make a charitable contribution of $50,000 to support a
nonpartisan, balanced and publicly informative program at the LBJ School of
Public Affairs at the University of Texas - Austin.
Cracker Barrel Old Country Store, Inc. operates 516 company-owned restaurants
and retail stores in 41 states. The company is a wholly owned subsidiary of the
publicly held CBRL Group, Inc. (NASDAQ: CBRL).
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