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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 25, 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 7.01. Regulation FD Disclosure.
On February 25, 2005, CBRL Group, Inc. issued the press release that is
furnished as Exhibit 99 to this Current Report on Form 8-K, which by this
reference is incorporated herein as if copied verbatim, announcing that its
Board of Directors had authorized the repurchase of up to 2 million additional
shares of its common stock and declared a cash dividend of twelve cents per
share, payable on May 9, 2005 to shareholders of record as of April 15, 2005.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99 Press Release issued by CBRL Group, Inc. dated February 25, 2005.
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 25, 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
[Logo of CBRL Group, Inc.] POST OFFICE BOX 787
LEBANON, TENNESSEE
37088-0787
PHONE 615.443.9869
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CBRL GROUP, INC.
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Contact: Lawrence E. White
Senior Vice President,
Finance and Chief Financial Officer
(615) 443-9869
CBRL GROUP, INC. ANNOUNCES A NEW SHARE REPURCHASE
AUTHORIZATION FOR 2 MILLION SHARES
AND DECLARES TWELVE CENTS PER SHARE QUARTERLY DIVIDEND
LEBANON, Tenn. - (February 25, 2005) - CBRL Group, Inc. (the "Company") (Nasdaq:
CBRL) today announced that it has been authorized by its Board of Directors to
repurchase up to 2 million additional shares of its common stock. Such
repurchases are expected to be made from time to time in open market
transactions. Additionally, the Board of Directors has declared a dividend of
twelve cents per share, payable on May 9, 2005 to shareholders of record as of
April 15, 2005. The Company had approximately 47.9 million shares outstanding at
the end of its second fiscal quarter on January 28, 2005.
The Company has just over 100,000 shares remaining under its previous 2
million share repurchase authorization announced in May 2004. Thus far this
fiscal year, the Company has repurchased approximately 2.8 million shares of its
common stock for total consideration of approximately $107.1 million, or an
average of $38.65 per share. Since its first share repurchase authorization in
fiscal 1999, the Company has repurchased just over 25.5 million shares of its
common stock for total consideration of approximately $700.8 million, or an
average of $27.47 per share.
Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates
517 Cracker Barrel Old Country Store restaurants and gift shops located in 41
states and 119 company-operated and 22 franchised Logan's Roadhouse restaurants
in 18 states.
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