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As filed with the Securities and Exchange Commission on June 10,
1999
Registration No. 33-59582-99
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CBRL GROUP, INC.
(Exact name of registrant as specified in charter)
Tennessee 62-1749513
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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106 Castle Heights Avenue N.
Lebanon, Tennessee 37087
(615) 444-5533
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
James F. Blackstock, Esq.
Vice President, Secretary and General Counsel
CBRL Group, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087
(615) 444-5533
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Clifford A. Roe, Jr., Esq.
Susan B. Zaunbrecher, Esq.
Dinsmore & Shohl LLP
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8200
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
Registration Statement as determined by market conditions.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box: ___X___
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box: _______
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. _____
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
___
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box: _____
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EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
This post-effective amendment is being filed pursuant to Rule
414 under the Securities Act of 1933, as amended (the "Securities
Act"), to reflect the creation of a holding company structure
within which the business of Cracker Barrel Old County Store,
Inc., a Tennessee corporation ("Cracker Barrel") will be conducted
as a wholly-owned subsidiary of CBRL Group, Inc., a Tennessee
corporation ("Registrant"). The creation of the holding company
structure was effected pursuant to a Plan of Merger (the "Plan of
Merger") by and among CBRL Acquisition Corp., a Tennessee
corporation and a wholly-owned subsidiary of Registrant
("Acquisition Corp."), Cracker Barrel and Registrant. The Plan of
Merger provided for, among other things, the merger (the "Merger")
of Acquisition Corp. with and into Cracker Barrel, with Cracker
Barrel as the surviving corporation. The Plan of Merger was
approved by the shareholders of Cracker Barrel at their Annual
Meeting on November 24, 1998.
As a result of the Merger, which became effective on December
31, 1998, Cracker Barrel became a wholly-owned subsidiary of
Registrant. Each share of common stock, par value $.50 per share,
of Cracker Barrel issued and outstanding was converted into and
exchanged for one share of common stock, par value $.01 per share,
of Registrant.
In accordance with Rule 414 under the Securities Act,
Registrant, as the successor issuer to Cracker Barrel, hereby
expressly adopts this Registration Statement as its own for all
purposes of the Securities Act and the Securities Exchange Act of
1934, as amended. The Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") to which this Registration Statement
relates shall be known as the CBRL Group, Inc. Dividend
Reinvestment and Common Stock Purchase Plan. The shares of common
stock issued in accordance with the Plan shall be shares of the
common stock of Registrant rather than shares of common stock of
Cracker Barrel.
The applicable registration fees were paid at the time of the
original filing of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lebanon, State of Tennessee on June 9,
1999.
CBRL GROUP, INC.
By:/s/ Dan W. Evins
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Dan W. Evins
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this amendment has been signed by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
/s/ Dan W. Evins June 9, 1999
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Dan W. Evins
Chairman and Chief Executive Officer
Principal Financial and Accounting Officer:
/s/ Michael A. Woodhouse June 9, 1999
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Michael A. Woodhouse
Chief Financial Officer and Treasurer
Directors: Date:
/s/ James C. Bradshaw June 9, 1999
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James C. Bradshaw
/s/ Robert V. Dale June 9, 1999
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Robert V. Dale
/s/ Dan W. Evins June 9, 1999
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Dan W. Evins
/s/ Edgar W. Evins June 9, 1999
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Edgar W. Evins
/s/ William D. Heydel June 9, 1999
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William D. Heydel
/s/ Robert C. Hilton June 9, 1999
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Robert C. Hilton
/s/ Charles E. Jones, Jr. June 9, 1999
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Charles E. Jones, Jr.
/s/ Charles T. Lowe, Jr. June 9, 1999
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Charles T. Lowe, Jr.
/s/ B.F. Lowery June 9, 1999
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B.F. Lowery
/s/ Gordon L. Miller June 9, 1999
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Gordon L. Miller
/s/ Martha M. Mitchell June 9, 1999
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Martha M. Mitchell
/s/ Jimmie D. White June 9, 1999
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Jimmie D. White