UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): January
24, 2006
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
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))
Item
7.01. Regulation FD Disclosure.
On
January 24, 2006, 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 the status of a review
by
the Company of certain capital structure alternatives.
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 January 24, 2006
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.
| CBRL GROUP, INC. | |
| Date: January 24, 2006 | /s/ N.B. Forrest Shoaf |
| By: N.B. Forrest Shoaf | |
| Its: Senior Vice President, Secretary and General Counsel |
[CBRL GROUP, INC. LOGO]
Post
Office Box 787
Lebanon,
Tennessee
37088-0787
Phone
615.443.9869
CBRL
Group Reviewing Capital Structure Alternatives Intended to
Enhance
Shareholder Value
LEBANON,
Tenn. (January 24, 2006) -- CBRL Group, Inc. (the “Company”) today announced
that it is in the process of reviewing potential capital structure initiatives
intended to enhance shareholder value. The Company also disclosed that it
has
been interviewing firms to serve as a financial advisor to assist management
in
the review process. “It has been our practice to evaluate capital structure
alternatives and other initiatives at least annually with our Board of
Directors,” said Chairman, President and Chief Executive Officer Michael A.
Woodhouse. “We began the current phase of our process late last year when we
decided to seek outside expert advice. We have been interviewing advisor
candidates, and we expect to select one as our advisor very soon. With the
advisor’s assistance, we hope to broaden and deepen our evaluation process so
that we may consider additional perspectives for bringing long-term value
to our
shareholders. At the same time, we continue to focus on operational initiatives
to improve both of our restaurant concepts and position them for successful
future growth.”
Woodhouse
added, “The capital structure review is part of our ongoing objective to
continue to give our shareholders a meaningful return on their investment.
Over
the past seven years, we have repurchased almost 27 million shares of stock
totaling more than $750 million and increased our dividend significantly.
During
that same period, we also have reinvested over $800 million to support continued
growth in both Cracker Barrel Old Country Store and Logan’s Roadhouse.”
The
Company is disclosing the status of its evaluation process at this time because
the Company recently was approached by a significant shareholder. That
shareholder, unaware of our strategic review, suggested that the Company
undertake some of the same kinds of initiatives that management has seen
and
discussed in the process of selecting its financial advisor and that were
already under consideration. “Typically, we do not comment on our strategic
planning initiatives before they are implemented,” Woodhouse said, “but we have
seen other companies being distracted by opportunistic or impatient investors
who publicly pressure those companies to change their strategic direction.
Rather than be subjected to the distraction of second-guessing in a public
forum, we elected to disclose our process, which was already underway. We
expect
to evaluate some good ideas in this strategic review and will comment on
which,
if any, of those we plan to implement when the review is complete.”
The
Company also noted that certain capital structure initiatives under
consideration could affect its previously issued guidance. Accordingly, the
Company at this time formally withdraws that guidance. No further guidance
will
be issued until after completion of the review of capital structure
alternatives.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 540 Cracker Barrel
Old Country Store restaurants and gift shops located in 41 states and 132
company-operated and 24 franchised Logan’s Roadhouse restaurants in 20
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
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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 “trends,” “assumptions,” “target,”
“guidance,” “outlook,” “plans,” “goals,” “objectives,” “expectations,”
“near-term,” “long-term,” “projection,” “may,” “will,” “would,” “could,”
“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: the ability of the Company to identify and
execute capital structure or other initiatives intended to enhance long-term
shareholder value; the effects of business trends on the outlook for individual
restaurant locations and the effect on the carrying value of those locations;
actuarial estimate uncertainties with respect to self-insured workers’
compensation, general liability and group health; the effects of uncertain
consumer confidence, higher costs for energy, consumer debt payments, or
general
or regional economic weakness on sales and customer travel, discretionary
income
or personal expenditure activity; the ability of the Company to identify,
acquire and sell successful new lines of retail merchandise; competitive
marketing and operational initiatives; the ability of the Company to sustain
or
the effects of plans intended to improve operational execution and performance;
commodity, workers’ compensation, group health and utility price changes; the
availability and cost of suitable sites for development and the Company’s
ability to identify such sites; the ability of the Company to open and operate
new locations successfully; changes in building materials and construction
costs; the effects of plans intended to promote or protect the Company’s brands
and products; the effects of increased competition at Company locations on
sales
and on labor recruiting, cost, and retention; changes in foreign exchange
rates
affecting the Company’s future retail inventory purchases; consumer behavior
based on negative publicity or concerns over nutritional or safety aspects
of
the Company’s products or restaurant food in general; changes in or
implementation of additional governmental or regulatory rules, regulations
and
interpretations affecting tax, wage and hour matters, health and safety,
pensions, insurance or other undeterminable areas; practical or psychological
effects of natural disasters or terrorist acts or war and military or government
responses; disruptions to the company’s restaurant or retail supply chain; the
ability of and cost to the Company to recruit, train, and retain qualified
hourly and management employees; changes in interest rates affecting the
Company’s financing costs; the actual results of pending, future or threatened
litigation or governmental investigations and the costs and effects of negative
publicity associated with these activities; implementation of new or changes
in
interpretation of existing accounting principles generally accepted in the
United States of America (“GAAP”); effectiveness of internal
controls over
financial reporting and disclosure; changes in capital market conditions
that
could affect valuations of restaurant companies in general or the Company’s
goodwill in particular; and other factors described from time to time in
the
Company’s filings with the SEC, press releases, and other
communications.
-END-
| Investor Contact: | Lawrence E. White |
| Senior Vice President/Finance | |
| and Chief Financial Officer | |
| (615) 443-9869 | |
| Media Contact: | Julie K. Davis |
| Director Corporate Communications | |
| (615) 443-9266 | |
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