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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): August 13, 2005
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On August 16, 2005, CBRL Group, Inc. (the "Company") issued a press
release, which is filed hereto as Exhibit 99 and incorporated by reference as if
fully set forth herein, announcing that Erik Vonk has been elected to its Board
of Directors effective immediately. Mr. Vonk, who was elected to the Board on
August 13, 2005, has not yet been appointed to any committees of the Board.
There are no arrangements or understandings between Mr. Vonk and any
other persons pursuant to which he was selected as a director of the Company.
Mr. Vonk has not been a party to any transactions that would be required to be
reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.
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 August 16, 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: August 16, 2005 CBRL GROUP, INC.
By: /s/ N.B. Forrest Shoaf
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Name: N.B. Forrest Shoaf
Title: Senior Vice President,
Secretary and General Counsel
[Logo of CBRL Group, Inc.] Post Office Box 787
Lebanon, Tennessee
37088-0787
Phone 615.443.9869
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CBRL Group, Inc.
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Contact: Julie K. Davis
(615) 443-9266
CBRL GROUP, INC. ELECTS ERIK VONK TO BOARD OF DIRECTORS
LEBANON, Tenn. (August 16, 2005) - CBRL Group, Inc. (Nasdaq: CBRL) today
announced the election of Erik Vonk to its Board of Directors as an independent
director, effective immediately.
Mr. Vonk is Chairman & CEO of Gevity HR, Inc. (Nasdaq: GVHR). He was appointed
to these positions in 2002. He has led Gevity's successful transformation from a
Professional Employer Organization into a leader in the HR outsourcing industry.
During this time, the company accelerated its profitability and experienced a
fivefold increase in its stock price.
Before joining Gevity, Mr. Vonk served as a member of the executive board
of Randstad Holding NV, the third largest flexible staffing company in the
world. He was President & CEO of Randstad North America, based in Atlanta GA.
During his tenure at Randstad North America, Mr. Vonk started the company's
North American operations and built it into a profitable organization with $1.5
billion in revenues.
Mr. Vonk also has extensive experience in the banking industry. He was a member
of the executive board of Bank Cantrade AG and held senior management positions
at Chase Manhattan Bank and ABN-AMRO Bank.
Michael A. Woodhouse, Chairman, President & CEO of CBRL Group, Inc., commented,
"It is a pleasure to welcome Erik Vonk to our Board of Directors. His
intelligent and thoughtful approach to building businesses and dealing with the
challenges of managing human resources in today's environment will be helpful as
we pursue our goal of consistent and sustained growth in revenues and
profitability."
Headquartered in Lebanon, Tennessee, CBRL Group, Inc. operates 533 Cracker
Barrel Old Country Store restaurants and gift shops located in 41 states and 126
company-operated and 23 franchised Logan's Roadhouse restaurants in 19 states.
Except for specific historical information, many of the matters
discussed in this press release may express or imply projections of revenues or
expenditures, statements of plans and objectives or future operations or
statements of future economic performance. These, and similar statements are
forward-looking statements concerning matters that involve risks, uncertainties
and other factors which may cause the actual performance of CBRL Group, Inc. and
its subsidiaries 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,"
"outlook," "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 could materially affect actual results include, 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 and to
successfully introduce new restaurant offerings and menu changes; the effects of
plans intended to improve operational execution and performance; competitive
marketing and operational initiatives; the effects of increased competition at
Company locations on sales and on labor recruiting, cost, and retention; the
availability and cost of acceptable sites for development and the Company's
ability to identify such sites; workers' compensation, group health, facilities,
utility and commodity price changes; changes in foreign exchange rates affecting
the Company's future retail inventory purchases; increases in construction
costs; consumer behavior based on concerns over nutritional or safety aspects of
the Company's products or restaurant food in general; 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 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 chains; the actual results of pending or
threatened litigation or governmental investigations and the costs and effects
of negative publicity associated with these 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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