UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 40)¹

CRACKER BARREL OLD COUNTRY STORE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

22410J106

(CUSIP Number)

Sardar Biglari

Biglari Capital Corp.

17802 IH 10 West, Suite 400

San Antonio, Texas  78257

(210) 344-3400

 

with copies to:

 

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 25, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				The Lion Fund II, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							3,525,294
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							3,525,294
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,525,294
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				14.7%
	14		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				Biglari Capital Corp.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							3,525,294
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							3,525,294
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,525,294
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				14.7%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Sardar Biglari
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							3,525,294
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							3,525,294
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,525,294
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				14.7%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 40 to the Schedule 13D filed by the undersigned (“Amendment No. 40”). This Amendment No. 40 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of the Transaction.

 

Item 4 is hereby amended to add the following:

 

On April 25, 2019, Biglari Capital delivered a letter to the Board of Directors of the Issuer. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7.

Purpose of the Transaction.

 

Item 7 is hereby amended to add the following exhibit:

 

99.1

Letter to the Board of Directors of the Issuer, dated April 25, 2019.

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

			April 25, 2019
			(Date)
			THE LION FUND II, L.P.
			By: BIGLARI CAPITAL CORP., its General Partner
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Chairman and Chief Executive Officer
			BIGLARI CAPITAL CORP.
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Chairman and Chief Executive Officer
			/s/ Sardar Biglari
			SARDAR BIGLARI

 

 

 

 

 

 

Exhibit 99.1

 

BIGLARI CAPITAL CORP.

17802 IH 10 West, Suite 400

SAN ANTONIO, TEXAS 78257

TELEPHONE (210) 344-3400

FAX (210) 344-3411

 

SARDAR BIGLARI, CHAIRMAN

April 25, 2019

 

Board of Directors

Cracker Barrel Old Country Store, Inc.

305 Hartmann Drive

Lebanon, Tennessee 37087

 

 

Dear Members of the Board:

 

As you are aware, we are the largest shareholder of Cracker Barrel Old Country Store, Inc., with beneficial ownership of approximately 14.7% of the outstanding shares. Moreover, we have recently sent two letters to the Company regarding separate and distinct matters: (1) proposing concrete actions to be taken by the Company to improve the value for all shareholders, and (2) proposing an in-person meeting between our respective legal and tax advisors, Latham & Watkins LLP and Ernst & Young LLP, and the Company’s advisors to discuss a potential transaction that we believe would be value accretive for all shareholders. The Company’s response to these letters demonstrates a lack of urgency at its best and outright dismissiveness at its worst.

 

Accordingly, we demand that the Board of Directors promptly confirm the following:

 

1.

The Company will pay a special dividend of at least $3.75 per share in 2019. Should the Company refuse to return the same or greater level of cash via special dividend to shareholders as it has done in the past four years, we are prepared to run a proxy contest to elect one director to the Board with the purpose of serving as a steward for the Board’s capital allocation decisions.

 

2.

The Company will provide a list of available dates within the next 60 days on which our respective advisors can meet face-to-face to explore a potential, mutually advantageous transaction that we believe would have an immediate and long-term benefit to the Company and its shareholders. There is no question that a meeting in which our advisors collectively explore potential alternatives is the route for producing an optimal outcome. Further, we do not believe it is appropriate for the Company to request that shareholders put forth a specific plan or proposal simply to engage with the Board; your request is disingenuous considering there are many avenues to explore for a potential transaction.

 

We look forward to working constructively with the Board.

 

 

	Sincerely,
	/s/ Sardar Biglari
	Sardar Biglari