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): July
14, 2006
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(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 240.13e-4(c))
Item
7.01. Regulation FD Disclosure.
On
July
14, 2006, CBRL Group, Inc. (the “Company”) 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. The press release
announces that Logan’s Roadhouse, Inc. (“Logan’s”), a subsidiary of the Company,
has filed a registration statement on Form S-1 with the Commission for the
initial public offering of Logan’s common stock.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1 Press
Release issued by CBRL Group, Inc. dated July 14, 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.
Dated:
July 14,
2006
CBRL
GROUP, INC.
By:__
/s/ N.B.
Forrest Shoaf _______
Name:
N.B. Forrest
Shoaf
Title:
Senior
Vice President, Secretary
&#
160;
and General Counsel
[CBRL GROUP, INC. LOGO] Post
Office Box
797
Lebanon,
Tennessee 37088-0787
Phone
615.443.9869
Investor
Contact: Diana
S.
Wynne
Senior
Vice President, Corporate Affairs
(615)
443-9837
Media
Contact:
Julie
K.
Davis
Director
Corporate Communications
(615)
443-9266
CBRL
GROUP ANNOUNCES FILING OF REGISTRATION STATEMENT FOR PROPOSED INITIAL PUBLIC
OFFERING OF LOGAN’S ROADHOUSE, INC.
Investor
Conference Call Scheduled for July 18
LEBANON,
Tenn. (July 14, 2006) - CBRL Group, Inc. (Nasdaq:CBRL) today announced that
its
subsidiary, Logan’s Roadhouse Inc. (“Logan’s) has filed a registration statement
on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) for the
initial public offering (the “IPO”) of Logan’s common stock. After the IPO, CBRL
Group will have no ownership interest in Logan’s.
The
number of shares to be offered and the price range for the IPO have not yet
been
determined. Wachovia Securities will be the lead manager and the sole
book-runner of the IPO. While other underwriters may join the syndicate in
the
future, those underwriters have not been determined at this time. Copies of
the
preliminary prospectus, when they become available, may be obtained from
Wachovia Securities, 375 Park Avenue, 4th
Floor,
New York, NY 10152.
In
conjunction with the filing, CBRL Group also announced that G. Thomas Vogel
has
been named President and Chief Executive Officer of Logan’s effective
immediately. Vogel had been President and Chief Operating Officer of Logan’s
since August 2003.
Also
related to the registration process and the need for parallel financial
statement audits and reporting of both CBRL Group and Logan’s, CBRL Group
announced that it will delay its fourth quarter earnings press release and
conference call by one week from Tuesday, September 12, 2006 to Tuesday,
September 19, 2006.
CBRL
Group will provide an online, real-time webcast of a conference call on Tuesday,
July 18, 2006 in which CBRL Group management will discuss the information
contained in this news release. The live broadcast will be available to the
public online at CBRLGroup.com or earnings.com on July 18, 2006 beginning at
11
a.m. New York time.
A
registration statement relating to these securities has been filed with the
SEC
but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
state.
About
CBRL, Inc. and Logan’s Roadhouse, Inc.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 543 Cracker Barrel
Old Country StoreÒ
restaurants and gift shops located in 41 states and 141 company-operated and
25 franchised Logan’s RoadhouseÒ
restaurants in 20 states.
-
END
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