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): February
1, 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))
1
Item
7.01. Regulation FD Disclosure.
On
February 1, 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 selection of Wachovia
Securities as financial advisor.
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 1, 2006
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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 1, 2006
|
CBRL
GROUP, INC.
|
|
|
By:
|
/s/ N.B. Forrest Shoaf | |
|
Name:
|
N.B.
Forrest Shoaf
|
|
|
Title:
|
Senior
Vice President, Secretary and General
Counsel
|
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[CBRL GROUP, INC. LOGO]
Post
Office Box 787
Lebanon,
Tennessee
37088-0787
Phone
615.443.9869
Contact: Lawrence
E. White
Senior
Vice President/
Finance
and
Chief
Financial Officer
CBRL
GROUP, INC. ANNOUNCES SELECTION OF WACHOVIA SECURITIES AS FINANCIAL
ADVISOR
LEBANON,
Tenn. (February 1, 2006) -- CBRL Group, Inc. (the “Company”) (Nasdaq: CBRL)
today announced that it has selected Wachovia Securities as its advisor in
its
recently announced process of reviewing capital structure alternatives and
other
potential initiatives intended to enhance shareholder value. The Company
indicated that it was premature to estimate when the review would be completed
or what capital structure or other potential initiatives, if any, would be
undertaken.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 542 Cracker Barrel
Old Country Store restaurants and gift shops located in 41 states and 134
company-operated and 24 franchised Logan’s Roadhouse restaurants in 20
states.
Wachovia
Securities is the trade name for the corporate, investment banking, capital
markets and securities research businesses of Wachovia Corporation and its
subsidiaries, including Wachovia Capital Markets, LLC (WCM) and Wachovia
Securities International Limited. Wachovia Securities is also the trade
name for the retail brokerage businesses of WCM's affiliates, Wachovia
Securities, LLC, Wachovia Securities Financial Networks, LLC, Wexford Clearing,
LLC, and First Clearing, LLC.
Wachovia
Capital Markets, LLC, is a U.S. broker-dealer registered with the U.S.
Securities and Exchange Commission and a member of the New York Stock Exchange,
the National Association of Securities Dealers, Inc., and the Securities
Investor Protection Corp. Wachovia Securities International Limited is a
U.K.
incorporated investment firm authorized and regulated by the Financial Services
Authority.
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
1
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 “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.
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END
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