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): June
18, 2007
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
June
18, 2007, 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, providing an update
on
the status of the Company’s previously outstanding convertible notes and share
repurchase program.
Item
9.01.
Financial Statements and
Exhibits.
(d) Exhibits.
|
99.1
|
Press
Release dated June 18, 2007 re update
on the status of previously outstanding convertible notes and share
repurchase program
(furnished only).
|
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: June 18, 2007 | CBRL GROUP, INC. |
| By: /s/ N.B. Forrest Shoaf | |
| Name: N.B. Forrest Shoaf | |
| Title: Senior Vice President, Secretary | |
| and General Counsel |
EXHIBIT
INDEX
Exhibit
Number _____________________Description_____________________
99.1 Press
Release dated June 18, 2007
re update
on
the status of previously outstanding convertible notes and share repurchase
program
(furnished only).
| [CBRL GROUP, INC. LOGO] |
POST
OFFICE BOX 787
|
|
LEBANON,
TENNESSEE
|
|
|
37088-0787
|
|
| C B R L G R O U P, I N C. |
| 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 UPDATES STATUS OF
CONVERTIBLE
NOTES AND SHARE REPURCHASES
LEBANON,
Tenn. -- (June 18, 2007)
-- CBRL
Group, Inc. (the “Company”) (NASDAQ: CBRL) provided an update on the status
of its previously outstanding convertible notes that were redeemed effective
June 4, 2007. Holders of approximately $421.0 million principal amount at
maturity out of an aggregate of approximately $422.0 million principal amount
at
maturity outstanding elected to convert those notes rather than have them
redeemed. The conversion resulted in the issuance of 276,123 shares of the
Company’s stock on June 5, 2007 and an additional 119,652 shares this
week based upon ten-day averaging periods that ended on Friday, June 15,
2007.
The
Company has repurchased 178,919 of the 276,123 shares initially issued upon
conversion as a part of a 500,000 share Rule 10b5-1 repurchase plan. The
Company
completed that 500,000 share repurchase on Friday, June 15.
The
Company has in place another 10b5-1 plan that will take effect on Monday,
June
18 and continue until all shares issued as a result of the conversion of
the
notes have been purchased. That plan, which is subject to price, market,
volume
and timing constraints specified in the plan, covers an aggregate of 216,856
shares (the 119,652 issued this week and the 97,204 shares that remain from
the
initial 276,123 issued pursuant to the conversions). The Company expects
that
this 216,856 share repurchase will be completed this week. Upon completion
of
that share repurchase plan, the Company expects to have approximately 23.6
million shares issued and outstanding. The note redemption and the various
related share repurchases are being funded through cash on hand and a draw
under
the Company’s existing credit facility.
-MORE-
CBRL
Announces Status of Notes and Share Repurchases
Page
2
June
18,
2007
A
10b5-1
plan allows the Company to repurchase shares at times when it would ordinarily
not be in the market because of the Company's trading policies or the possession
of material non-public information. Any 10b5-1 plan adopted by the Company
may
be terminated at any time and does not require that any shares be purchased.
Therefore, there can be no assurance that any shares will be purchased.
About
CBRL Group, Inc.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 559 Cracker Barrel
Old Country Store®
restaurants and gift shops located in 41 states.
Cautionary
Statement Regarding Forward-Looking Information
Certain
matters discussed in this news release are not historical facts but are
forward-looking statements regarding the Company’s intention to repurchase
shares issued in connection with the conversion of the Company’s convertible
notes. The Company’s ability to complete the remaining authorized share
repurchases will depend, among other things, on market conditions, and there
can
be no assurance that the Company will complete these initiatives on the
anticipated terms or at all. Risks and uncertainties related to the Company’s
business are discussed in the Company’s SEC filings, including its Annual Report
on Form 10-K for the year ended July 28, 2006 and Quarterly Reports on
Form 10-Q for the quarters ended October 27, 2006, January 26, 2007 and April
27, 2007. The Company undertakes no obligation to update forward-looking
statements.
-
END
-