UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): March
7, 2007
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(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 240.13e-4(c))
Item
7.01. Regulation FD Disclosure.
On
March 7, 2007, CBRL Group, Inc. issued a press release, which is furnished
hereto as Exhibit 99.1 and incorporated by reference as if fully set forth
herein, announcing the adoption of a trading plan pursuant to Rule 10b5-1 under
the Securities Exchange Act of 1934.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
99.1
Press Release issued by CBRL
Group, Inc. dated March 7, 2007
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:
March 7, 2007
|
CBRL
GROUP, INC.
|
|
|
By:
/s/ N.B. Forrest Shoaf
|
||
|
Name:
N.B. Forrest Shoaf
|
||
|
|
|
Title:
Senior Vice President, Secretary
and General Counsel
|
| [CBRL GROUP, INC. LOGO] |
POST
OFFICE BOX 787
|
|
LEBANON,
TENNESSEE
|
|
|
37088-0787
|
|
| C B R L G R O U P, I N C. |
|
Investor
Contact:
|
Diana
S. Wynne
|
|
|
Senior
Vice President, Corporate Affairs
|
||
|
(615)
443-9837
|
||
|
Media
Contact:
|
Julie
K. Davis
|
|
|
Director,
Corporate Communications
|
||
|
(615)
443-9266
|
CBRL
GROUP ANNOUNCES ADOPTION OF 10b5-1 PLAN
Repurchase
of $36.1 Million of Shares Previously Authorized
LEBANON,
Tenn. (March 8, 2007) -- CBRL Group, Inc. (the “Company”) (Nasdaq: CBRL)
announced today that
it
adopted a written trading plan under Rule 10b5-1 of the Securities and Exchange
Commission (the "Company 10b5-1 Plan") to facilitate repurchases under its
previously announced $100 million share repurchase authorization, of which
approximately $36.1 million remains. The Company announced yesterday that
it
had
repurchased 1,352,500 shares of its common stock for approximately $63.9
million
under a previous 10b5-1 plan that expired on Friday, March 2, 2007. The
$36.1
million repurchase authorization is in addition to management’s authority to
purchase 821,081
shares that remains from a 2005 repurchase authorization.
The
Company 10b5-1 Plan provides for share repurchases to commence on March 8,
2007
and continue until the entire $36.1 million in shares have been
purchased
and is
subject
to certain price, market, volume and timing constraints specified in the
plan.
The Company may terminate the plan at any time. The Company 10b5-1 Plan does
not
require that any shares be purchased, and there can be no assurance that
any
shares will be purchased.
A
10b5-1
plan allows the Company to repurchase shares at times when it would ordinarily
not be in the market because of the Company's trading policies or the possession
of material non-public information.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 555 Cracker Barrel
Old Country Store®
restaurants and gift shops located in 41 states.
-
MORE
-
CBRL
Announces Adoption of 10b5-1 Plan
Page
2
March
8,
2007
Cautionary
Statement Regarding Forward Looking Information
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. Forward-looking
statements generally can be identified by the use of forward-looking terminology
such as “trends,” “assumptions,” “target,” “guidance,” “outlook,” “opportunity,”
“future,” “plans,” “goals,” “objectives,” “expectations,” “near-term,”
“long-term,” “projection,” “may,” “will,” “would,” “could,” “expect,” “intend,”
“estimate,” “anticipate,” “believe,” “potential,” “regular,” 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: successful completion of the share repurchase
authorizations; the effects of incurring substantial indebtedness and associated
restrictions on the Company’s financial and operating flexibility and ability to
execute or pursue its operating plans and objectives; the effects of uncertain
consumer confidence, higher costs for energy, consumer debt payments, or
general
or regional economic weakness, or weather on sales and customer travel,
discretionary income or personal expenditure activity of our customers; the
ability of the Company to identify, acquire and sell successful new lines
of
retail merchandise and new menu items at our restaurants; the ability of
the
Company to sustain or 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
tax,
wage and hour matters, health and safety, pensions, insurance or other
undeterminable areas; the effects of plans intended to promote or protect
the
Company’s brands and products; commodity, workers compensation, group health and
utility price changes; consumer behavior based on negative publicity or concerns
over nutritional or safety aspects of the Company’s products or restaurant food
in general, including concerns about E. coli bacteria, hepatitis A, “mad cow”
disease, “foot-and-mouth” disease, and bird flu, as well as the possible effects
of such events on the price or availability of ingredients used in our
restaurants; changes in interest rates or capital market conditions affecting
the Company’s financing costs or ability to obtain financing or execute
initiatives; the effects of business trends on the outlook for individual
restaurant locations and the effect on the carrying value of those locations;
the ability of the Company to retain key personnel during and after the
restructuring process; the ability of and cost to the Company to recruit,
train,
and retain qualified hourly and management employees; the effects of increased
competition at Company locations on sales and on labor recruiting, cost,
and
retention; the availability and cost of suitable sites for restaurant
development and our ability to identify those sites; changes in building
materials and construction costs; the actual results of pending, future or
threatened litigation or governmental investigations and the costs and effects
of negative publicity associated with these activities; practical or
psychological effects of natural disasters or terrorist acts or war and military
or government responses; disruptions to the company’s restaurant or retail
supply chain; changes in foreign exchange rates affecting the Company’s future
retail inventory purchases; implementation of new or changes in interpretation
of existing accounting principles generally accepted in the United States
of
America (“GAAP”); effectiveness of internal controls over financial reporting
and disclosure; and other factors
-
MORE
-
CBRL
Announces Adoption of 10b5-1 Plan
Page
3
March
8,
2007
described
from time to time in the Company’s filings with the Securities and Exchange
Commission, press releases, and other communications.
-
END
-