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BAKER
DONELSON
BEARMAN, CALDWELL
& BERKOWITZ,
PC
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COMMERCE CENTER
SUITE
1000
211
COMMERCE STREET
NASHVILLE,
TENNESSEE 37201
PHONE: 615.726.5600
FAX: 615.726.0464
MAILING
ADDRESS:
P.O.
BOX 190613
NASHVILLE,
TENNESSEE 37219
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www.bakerdonelson.com
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Gary
M. Brown
Direct Dial:
(615) 726-5763
Direct Fax:
(615) 744-5763
E-Mail
Address: gbrown@bakerdonelson.com
May 21,
2009
Mr. Max
A. Webb
Assistant
Director
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
| Re: | CBRL Group, Inc. (n/k/a Cracker Barrel Old Country Store, Inc.) (the “Company”) |
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Form
10-K
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Filed: September
30, 2008
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File
No. 000-25225
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Dear Mr.
Webb:
Set forth
below is the Company’s response to the comment of the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) contained in the letter addressed to Michael A. Woodhouse, Chief
Executive Officer of the Company, dated April 22, 2009 (the “Second Supplemental
Comment Letter”), relating to the Company’s Annual Report on Form 10-K for the
year ended August 1, 2008 and Definitive Proxy Statement filed on Schedule 14A
on October 16, 2008. The Second Supplemental Comment Letter followed
our letters of March 23, 2009 and April 13, 2009 to the Staff’s letters to the
Company dated, respectively, February 23, 2009 and March 31, 2009.
For
convenience of reference, the Staff’s comment has been reproduced in its
entirety in italicized type followed immediately by the Company’s
response.
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Schedule
14A:
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Annual Bonus and
Long-Term Incentive Plans, page 19 and
20
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Comment:
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We note your response to prior comment 3 with respect
to your argument of competitive harm. We, however, cannot accept your
current analysis concluding that being a non-franchised, single-line business
creates an environment where past internal performance target disclosure will
create competitive harm warranting FOIA exemption. To receive
confidentiality protection from performance target disclosure obligations, you
must demonstrate specific casual connections between the disclosure of
individual targets and the ability for a competitor to discern corresponding
internal operating measures.
Mr. Max
A. Webb
United States Securities and Exchange
Commission
May 21, 2009
Accordingly,
please provide more specific analysis showing how disclosure of your prior
internal performance targets would enable deductive quantification of
confidential material more easily than with respect to other companies or
confirm that you will disclose targets as requested in our previous
comment.
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Response to
Comment:
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We
confirm, that in future filings, the Company will disclose the specific
performance targets used to determine annual bonus and long-term incentive
payouts.
The
Company acknowledges the Staff’s position with respect to the historical targets
used to determine payouts under its annual bonus and long-term incentive
plans. Accordingly, as stated in my recent conversation with Matthew
Spitzer, the following example illustrates how the Company anticipates that its
disclosure with respect to the payouts under the 2009 Annual Bonus Plan will
appear in its upcoming proxy materials, except that blanks, “X” and “Y” will be
replaced with the appropriate numbers:
The
performance matrix established for the 2009 annual bonus plan required, in order
for executive officers to receive any bonus, that our 2009 operating income
exceed 85% of plan, which was $___________. Our 2009 operating income
was $X, resulting in each executive receiving Y% of his/her target
bonus. Those 2009 annual bonuses are reflected in the "Non-Equity
Incentive Plan Compensation" column of the Summary Compensation Table on page __
of this proxy statement.
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* *
* * *
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On behalf of the Company, the Company
acknowledges that (i) it is responsible for the adequacy and accuracy of the
disclosure in the filing; (ii) staff comments or changes to disclosure in
response to staff comments in the filing reviewed by the staff do not foreclose
the Commission from taking any action with respect to the filing; and (iii) the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
Please feel free to contact me with
respect to this response.
| Very truly yours, | |
| BAKER, DONELSON, BEARMAN, | |
| CALDWELL & BERKOWITZ, PC | |
| /s/ Gary M. Brown | |
| Gary M. Brown |
cc: Michael
A. Woodhouse
Sandra B. Cochran
N.B. Forrest
Shoaf