Rights Plan Will Have Three-Year Term Subject to Shareholder Approval
at 2011 Annual Meeting and Does Not Apply to All-Cash, Fully-Financed
Tender Offers Open for 60 Business Days
LEBANON, Tenn.--(BUSINESS WIRE)--
The Board of Directors of Cracker Barrel Old Country Store, Inc.
yesterday adopted a shareholder rights plan with a qualifying offer
exception and declared a dividend distribution of one preferred share
purchase right on each outstanding share of Cracker Barrel common stock.
The plan will terminate unless approved by shareholders at the company's
upcoming 2011 annual meeting and does not apply to all-cash, fully
financed tender offers open for at least 60 business days.
Michael A. Woodhouse, Executive Chairman of Cracker Barrel Old Country
Store, Inc., stated, "The Board's action is in response to Biglari
Holdings' clearance under the Hart-Scott-Rodino Act to acquire up to
49.99% of Cracker Barrel's common stock, and the resulting threat that
Biglari Holdings could accumulate a substantial, and potentially
controlling, position in Cracker Barrel through market purchases that do
not reflect a control premium offered to all shareholders. We intend to
put this rights plan to a vote of our shareholders at our December
shareholder meeting and believe it is important to protect the interests
of our shareholders in the near-term.
"The shareholder rights plan is designed to assure that all of Cracker
Barrel's shareholders receive fair and equal treatment in the event of
any proposed takeover of the Company and to guard against abusive
tactics to gain control of Cracker Barrel without paying all
shareholders a premium for that control."
The rights would not interfere with all-cash, fully financed tender
offers for all shares that remain open for a minimum of 60 business days
The rights plan is effective immediately and, if approved by
shareholders, will expire on September 22, 2014. If shareholders do not
approve the rights plan, it will expire immediately following the 2011
annual shareholders' meeting.
If a person or group acquires 10% or more of Cracker Barrel's
outstanding common stock, each right will entitle its holder (other than
such person or members of such group) to purchase, for $200, a number of
Cracker Barrel's common shares having a market value of twice such
price. In addition, at any time after a person or group acquires 10% or
more of Cracker Barrel's outstanding common stock (unless such person or
group acquires 50% or more), Cracker Barrel's Board of Directors may
exchange one share of Cracker Barrel common stock for each outstanding
right (other than rights owned by such person or group, which would have
Prior to the acquisition by a person or group of beneficial ownership of
10% or more of the Company's common stock, the rights are redeemable for
one cent per right at the option of the Board of Directors.
Certain synthetic interests in securities created by derivative
positions - whether or not such interests are considered to constitute
beneficial ownership of the underlying common stock for reporting
purposes under Regulation 13D of the Securities Exchange Act - are
treated as beneficial ownership of the number of shares of the company's
common stock equivalent to the economic exposure created by the
derivative position, to the extent actual shares of the company's stock
are directly or indirectly held by counterparties to the derivatives
contracts. The dividend distribution will be made on October 3, 2011,
payable to shareholders of record on that date, and is not taxable to
Cracker Barrel shareholders.
About Cracker Barrel
Cracker Barrel Old Country Store restaurants provide a friendly
home-away-from-home in their old country stores and restaurants. Guests
are cared for like family while relaxing and enjoying real home-style
food and shopping that's surprisingly unique, genuinely fun and
reminiscent of America's country heritage…all at a fair price. The
restaurant serves up delicious, home-style country food such as meatloaf
and homemade chicken n' dumplins as well as its signature biscuits using
an old family recipe. The authentic old country retail store is fun to
shop and offers unique gifts and self-indulgences.
Headquartered in Lebanon, Tennessee, Cracker Barrel Old Country Store,
Inc. (Nasdaq: CBRL) was established in 1969 and operates 604
company-owned locations in 42 states. Every Cracker Barrel unit is open
seven days a week with hours Sunday through Thursday, 6 a.m. - 10 p.m.,
and Friday and Saturday, 6 a.m. - 11 p.m. For more information, visit: crackerbarrel.com.
Important Additional Information Cracker Barrel, its directors
and certain of its executive officers may be deemed to be participants
in the solicitation of proxies from Cracker Barrel shareholders in
connection with the matters to be considered at Cracker Barrel's 2011
Annual Meeting. Cracker Barrel intends to file a proxy statement with
the U.S. Securities and Exchange Commission (the "SEC") in connection
with any such solicitation of proxies from Cracker Barrel shareholders. INVESTORS
AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding
the identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
proxy statement and other materials to be filed with the SEC in
connection with Cracker Barrel's 2011 Annual Meeting. Information
regarding the direct and indirect beneficial ownership of Cracker
Barrel's directors and executive officers in Cracker Barrel securities
is included in their SEC filings on Forms 3, 4 and 5, and additional
information can also be found in Cracker Barrel's Annual Report on Form
10-K for the year ended July 30, 2010, filed with the SEC on September
28, 2010 and its Quarterly Reports on Form 10-Q for the first three
quarters of the fiscal year ended July 29, 2011 filed on December 6,
2010, March 4, 2011 and June 3, 2011, respectively. Shareholders will be
able to obtain any proxy statement, any amendments or supplements to the
proxy statement and other documents filed by Cracker Barrel with the SEC
for no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Investor Relations
section of our corporate website at crackerbarrel.com.
Cracker Barrel Old Country Store, Inc.
E. Hyatt, 615-235-4432
Senior Vice President and Chief Financial
MacKenzie Partners, Inc.
Julie K. Davis,
Senior Director, Corporate Communications
Ruth Pachman, 212-521-4891
Source: Cracker Barrel Old Country Store, Inc.
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