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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 5, 2005
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
On April 5, 2005 CBRL Group, Inc. (the "Company") announced that it had
elected N.B. Forrest Shoaf as Senior Vice President, Secretary and General
Counsel. Mr. Shoaf will receive an annual salary of $300,000 and an annual
target bonus (based upon targets relating to net income, revenue growth and
margin improvement) in the amount of 80% of his base salary. Mr. Shoaf also will
receive a long-term incentive target award (based upon targets relating to
revenue growth and return on capital) in the amount of 100% of his base salary,
which consists of an annual stock option grant and combination payment of stock
and cash under the Company's Mid-Term Incentive and Retention Plan, that vests
at the end of fiscal year 2007. Mr. Shoaf, upon commencement of his duties with
the Company on April 11, 2005, will receive a restricted stock grant of 7,000
shares, which vest 60% at the end of three years, 20% at the end of four years
and 20% at the end of five years. He also will receive a stock option grant of
7,000 shares, which vest over a three year period. As an officer, Mr. Shoaf will
be eligible to participate in the Company's benefit programs that are available
to other senior executives.
Item 7.01. Regulation FD Disclosure.
On April 6, 2005, the Company issued a press release, which is furnished
hereto as Exhibit 99 and incorporated by reference as if fully set forth herein,
announcing that N.B. Forrest Shoaf has been elected Senior Vice President,
Secretary and General Counsel.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99 Press Release issued by CBRL Group, Inc. dated April 6, 2005
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: April 7, 2005 CBRL GROUP, INC.
By: /s/ Lawrence E. White
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Name: Lawrence E. White
Title: Senior Vice President, Finance and
Chief Financial Officer
[Logo of CBRL Group, Inc.] POST OFFICE BOX 787
LEBANON, TENNESSEE
37088-0787
PHONE 615.443.9869
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CRBRL GROUP, INC.
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Contact: Julie Davis
Communications Director
615-443-9266
CBRL GROUP NAMES SHOAF GENERAL COUNSEL
LEBANON, Tenn. (April 6, 2005) - CBRL Group, Inc. (Nasdaq: CBRL) today announced
that its Board of Directors has elected N.B. Forrest Shoaf as Senior Vice
President, Secretary and General Counsel. Shoaf has worked in the investment
banking industry since 1996, most recently as a Managing Director of Investment
Banking for Avondale Partners, LLC, headquartered in Nashville, Tennessee. He
was formerly a Managing Director of J.C. Bradford's Corporate Finance Department
from 1996-2000 and a Managing Director in Morgan Keegan's investment banking
group and head of its Nashville Corporate Finance Office from 2000-2002. Prior
to his investment banking career, Shoaf was in private practice of law,
concentrating on corporate finance, as a partner with Bass, Berry and Sims. He
served twelve years in the United States Army as an infantry officer, resigning
his commission as a major. Shoaf received his undergraduate degree from West
Point and his law degree from Harvard Law School.
Commenting on the news, Michael A. Woodhouse, Chairman, President and Chief
Executive Officer of CBRL Group, Inc. said, "We are very pleased to have an
opportunity to add Forrest to our management team. His strong background in
corporate law includes significant experience working with clients in our
industry, and he is very familiar with CBRL Group."
Shoaf replaces James F. Blackstock, who resigned his position effective April
5, 2005 and had served as CBRL's general counsel since 1996, and who has agreed
to remain with the Company as a consultant through September 2005. Woodhouse
commented, "We greatly appreciate Jim's contributions over the years as our
general counsel and for his agreement to remain as an in-house consultant in the
coming months. We also wish him well in his future endeavors."
Headquartered in Lebanon, Tennessee, CBRL Group, Inc., through its
subsidiaries, presently operates 519 Cracker Barrel Old Country Store(R)
restaurants and gift shops located in 41 states and 123 company-operated and 22
franchised Logan's Roadhouse(R) restaurants in 18 states.
Except for specific historical information, the matters discussed in this
press release are forward-looking statements that involve risks, uncertainties
and other factors that may cause actual results and performance of CBRL Group,
Inc. 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 "assumptions", "target", "guidance", "plans", "projection", "may",
"will", "would", "expect", "intend", "estimate", "anticipate", "believe",
"potential" or "continue" (or the negative or other derivatives of each of these
terms) or similar terminology. Factors which will affect actual results include,
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CBRL Group Names Shoaf General Counsel
Page 2
April 6, 2002
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but are not limited to: the effects of uncertain consumer confidence or general
or regional economic weakness on sales and customer travel activity; the ability
of the Company to identify, acquire and sell successful new lines of retail
merchandise; the availability and cost of acceptable sites for development and
the Company's ability to identify such sites; commodity, workers' compensation,
group health and utility price changes; consumer behavior based on concerns over
nutritional or safety aspects of the Company's products or restaurant food in
general; competitive marketing and operational initiatives; the effects of plans
intended to improve operational execution and performance; changes in or
implementation of additional governmental or regulatory rules, regulations and
interpretations affecting accounting, tax, wage and hour matters, health and
safety, pensions, insurance or other undeterminable areas; practical or
psychological effects of terrorist acts or war and military or government
responses; the effects of increased competition at Company locations on sales
and on labor recruiting, cost, and retention; increases in construction costs;
the ability of and cost to the Company to recruit, train, and retain qualified
restaurant hourly and management employees; disruptions to the company's
restaurant or retail supply chain; changes in foreign exchange rates affecting
the Company's future retail inventory purchases; the actual results of pending
or threatened litigation or governmental investigations; the costs and effects
of negative publicity associated with Company operations or political or
charitable activities; changes in accounting principles generally accepted in
the United States of America or changes in capital market conditions that could
affect valuations of restaurant companies in general or the Company's goodwill
in particular; changes in interest rates affecting the Company's financing
costs; and other factors described from time to time in the Company's filings
with the SEC, press releases, and other communications.
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