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 22, 2008
CBRL
GROUP,
INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
&
#160;
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
January 22, 2008, CBRL Group, Inc.
(the “Company”) issued the press release that is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and that is incorporated by reference into
this
Item announcing that its Board of Directors had authorized the Company to
repurchase up to 625,000 additional shares of its common stock. The
Company expects that the repurchases will be made from time to time in open
market transactions at then-prevailing market prices.
Item
9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
| See Exhibit Index immediately following signature page. |
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: | January 22, 2008 | 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
No.
Description
|
99.1
|
Press
Release issued
by CBRL Group, Inc. dated January 22, 2008 (furnished
only)
|
Exhibit
99.1
| [CBRL GROUP, INC. LOGO] |
POST
OFFICE BOX
787
|
|
LEBANON,
TENNESSEE
|
|
|
37088-0787
|
| 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 625,000 SHARE REPURCHASE AUTHORIZATION
LEBANON,
Tenn. -- January 22, 2008 -- CBRL Group, Inc. (“CBRL” or the “Company” )
(Nasdaq: CBRL) announced today that it has been authorized by its Board of
Directors to repurchase up to 625,000 additional shares of its common
stock. These repurchases are expected to be made from time to time in
open market transactions at then-prevailing market prices. The
Company, at some point, could adopt a 10b5-1 trading plan to implement the
purchases but has not done so at this time.
The
Company has repurchased one million shares of its common stock for total
consideration of approximately $34.1 million, or an average of $34.12 per share
in this second quarter of fiscal 2008.
"At
current price levels, we believe the true value of CBRL clearly is not reflected
in its stock price, based upon current performance or future potential," said
the Company’s Chairman, President and Chief Executive Officer Michael A.
Woodhouse. “The share repurchase program affirms the Company's
ongoing commitment to increasing shareholder value."
Headquartered
in Lebanon,
Tennessee, CBRL Group, Inc. presently operates 570 Cracker Barrel Old Country
Store®
restaurants and gift shops located in 41 states.
Cautionary
Statement Regarding Forward Looking Information
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 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,” “opportunity,” “future,” “plans,”
-MORE-
CBRL
Announces Share Repurchase Authorization
Page
2
January
22, 2008
“goals,”
“objectives,” “expectations,” “near-term,” “long-term,”
“projection,” “may,” “will,” “would,” “could,” “expect,” “intend,” “estimate,”
“anticipate,” “believe,” “potential,” “regular,” ”should,” “ projects,”
“forecasts,” 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
effects of uncertain consumer confidence, higher costs for energy, consumer
debt
payments, or general or regional economic weakness, or weather on sales and
customer travel, discretionary income or personal expenditure activity of our
customers; the ability of the Company to identify, acquire and sell successful
new lines of retail merchandise and new menu items at our restaurants; the
ability of the Company to sustain or the effects of plans intended to improve
operational or marketing execution and performance; 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; the effects of plans intended
to promote or protect the Company’s brands and products; commodity price
increases including weather effects on supply and the effects of demand for
corn
for ethanol production on the costs of animal feed and resulting protein prices;
the ability of and cost to the Company to recruit, train, and retain qualified
hourly and management employees in an escalating wage environment; the effects
of increased competition at Company locations on sales and on labor recruiting,
cost, and retention; the availability and cost of suitable sites for restaurant
development and our ability to identify those sites; workers compensation,
group
health and utility price changes; consumer behavior based on negative
publicity or concerns over nutritional or safety aspects of the Company’s
products or restaurant food in general, including concerns about E. coli
bacteria, hepatitis A, “mad cow” disease, “foot-and-mouth” disease, and bird
flu, as well as the possible effects of such events on the price or availability
of ingredients used in our restaurants; successful completion of the share
repurchase authorizations; the effects of incurring substantial indebtedness
and
associated restrictions on the Company’s financial and operating flexibility and
ability to execute or pursue its operating plans and objectives; changes in
interest rates or capital market conditions affecting the Company’s financing
costs or ability to obtain financing; the effects of business trends on the
outlook for individual restaurant locations and the effect on the carrying
value
of those locations; the ability of the Company to retain key personnel; changes
in land, building materials and construction 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;
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; changes in foreign exchange rates affecting the Company’s future
retail inventory purchases; 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;
and
other factors described
from time to time in the Company’s filings with the Securities and Exchange
Commission, press releases, and other communications.
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END
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