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
6, 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))
[X]
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 6, 2007,
CBRL Group, Inc. (the “Company”) issued a press release, which is furnished
hereto as Exhibit 99.1 and incorporated by reference as if fully set forth
herein, announcing:
| · |
that
the Company plans to propose an amendment to, or otherwise revise
or
replace, the Company’s 3.0% Zero-Coupon Convertible Senior Notes due 2032
(the “Notes”) to provide, on conversion, a “net share settlement”
feature;
|
| · |
that
holders of the Notes have the right to require the Company to repurchase
their Notes for cash pursuant to the terms of the indenture for the
Notes
as of April 3, 2007; and
|
| · |
the
results of the Company’s recently concluded Rule 10b5-1 plan.
|
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release issued
by CBRL Group, Inc. dated March 6, 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 6, 2007 CBRL
GROUP, INC.
By:
/s/
N.B. Forrest
Shoaf
Name:
N.B. Forrest Shoaf
&
#160; 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 STATUS OF RECAPITALIZATION INITIATIVES
Plans
for
Existing Convertible Notes Include Addition of “Net Share Settlement” Feature
and Cash Settlement Notice for April 3, 2007 Scheduled Put
Provision
Updates
Status of Share Repurchase Authorizations
LEBANON,
Tenn. (March 6, 2007) -- CBRL Group, Inc. (the “Company”) (Nasdaq: CBRL) today
announced that it expects to propose an amendment to, or otherwise revise
or
replace, its currently outstanding 3.0% Zero-Coupon Convertible Senior Notes
due
2032 (the “Notes”) to provide, on conversion, a “net share settlement” feature.
This feature would require the Company, upon conversion by holders of the
Notes,
to settle the conversion with an amount of cash up to the accreted principal
amount of the Notes. The excess, if any, of the conversion value of the New
Notes over the accreted principal amount would be settled in shares of common
stock. As a result, the share dilution associated with the conversion of
the
Notes would be significantly reduced. The Company stated that is still studying
the most efficient method by which to implement this change, indicating that
among the possible courses of action would be either a consent solicitation
with
existing note holders or an exchange offer by which Note holders would be
offered a new security that contains the net share settlement feature. The
Company expects to begin the process of implementing this change in the coming
weeks.
After
providing for the net share settlement feature, the Company presently intends,
subject to market conditions, to redeem the Notes (and any new securities
that
might be issued in an exchange offer). The Company would obtain the funds
for
any such redemption from drawing on its previously disclosed $200 million
delayed-draw term loan, by using cash on hand and/or engaging in another
financing transaction. Such redemption could be completed as early as prior
to
the end of the Company’s fiscal year on August 3, 2007.
-
MORE
-
CBRL
Announced Exchange Offer for Convertible Notes
Page
2
March
6,
2007
Note
Repurchase Obligations (April 3, 2007 Put Option)
The
Company also announced that, pursuant to the terms of the controlling indenture,
holders of the Notes currently have the right to require the Company to
repurchase their Notes for cash (the “Put Option”). The Put Option expires on
April 3, 2007. The Put Option entitles each holder of Notes to require the
Company to purchase all or any part of such holder’s Notes at a price equal to
$475.01 per $1,000 of principal amount at maturity. Each Note is convertible
into
10.8584
shares of the Company’s common stock, so the put value is the equivalent of
$43.75 per associated common share. Based on today’s closing price for the
Company’s common stock of $46.44, the conversion value exceeds the put value,
and, accordingly, the Company would not expect holders to exercise their
put
right if that condition continues. The Company will pay the purchase price
solely with cash. If the Company is required to repurchase all outstanding
Notes
pursuant to the Put Option, the aggregate cash purchase price would be
approximately
$200.5
million. Holders that do not surrender their Notes for purchase pursuant
to the
Put Option will maintain the right to convert their Notes, subject to the
applicable terms, conditions and adjustments relative to the Notes.
The
opportunity to require the Company to repurchase the Notes pursuant to the
Put
Option commenced on March 6, 2007, and will terminate at 5:00 p.m., Eastern
Time, on Tuesday,
April
3,
2007. In order to exercise the Put Option, a holder must follow the procedures
set forth in the notice to holders, dated March 6, 2007. Holders may withdraw
any Notes previously surrendered for purchase at any time prior to 5:00 p.m.,
Eastern Time, on April 3, 2007.
Neither
the Company nor its board of directors or employees have made or are making
any
representation or recommendation as to whether or not any holder should
surrender any Notes pursuant to the Put Option.
Availability
of Certain Important Information
In
connection with the Put Option, the Company will file a Tender Offer Statement
on Schedule TO with the Securities and Exchange Commission (“SEC”). In addition,
the Company, through the Depository Trust Company, will make available to
Note
holders documents specifying the terms, conditions and procedures for
surrendering for purchase and withdrawing Notes in the Put Option. The Tender
Offer Statement (when filed with the SEC) and any documents that we may file
in
connection with implementation of the net share settlement feature will contain
important information. The Company recommends that Note holders read these
documents carefully before deciding whether to exercise their Put Option
to
require the Company to purchase their Notes or whether to participate in
implementing the net share settlement feature. Holders of the
-
MORE
-
CBRL
Announced Exchange Offer for Convertible Notes
Page
3
March
6,
2007
Notes
and
other interested parties may obtain a free copy of these and other relevant
documents at the SEC's website, sec.gov, at the Company’s website,
cbrlgroup.com, or from CBRL Group, Inc. at 305 Hartmann Drive, P.O. Box 787,
Lebanon, Tennessee 37088-0787, Attn: General Counsel.
Status
of Previously Announced Share Repurchase
Authorizations
The
Company also announced that through March 2, 2007, it had repurchased an
aggregate of 1,352,500 shares of its common stock for approximately $63.9
million before fees and commissions pursuant to its Rule 10b5-1 trading plan
that it announced on January 19, 2007. The 10b5-1 Plan had been implemented
to
facilitate initial repurchases under the Company’s previously announced $100
million share repurchase authorization. As a result of these repurchases,
the
Company is authorized to repurchase the remaining approximately
$36.1
million of its outstanding common stock in addition to management's authority
to
purchase 821,081 shares that remain from a 2005 repurchase
authorization.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 555 Cracker Barrel
Old Country Store®
restaurants and gift shops located in 41 states.
CBRL-G
Cautionary
Statement Regarding Forward Looking Information
Certain
matters discussed in this news release are not historical facts but are
forward-looking statements regarding the Company’s intention to implement the
net share settlement feature and other financing initiatives. The Company’s
ability to implement the net share settlement feature and complete the
redemption and refinancing, and remaining authorized share repurchases will
depend, among other things, on market conditions, and there can be no assurance
that the Company will complete these financing initiatives on the anticipated
terms or at all. Risks and uncertainties related to the Company’s business are
discussed in the Company’s SEC filings, including its Annual Report on Form 10-K
for the year ended July 28, 2006 and Quarterly Reports on Form 10-Q for the
quarters ended October 27, 2006 and January 26, 2007. The Company undertakes
no
obligation to update forward-looking statements.
END
.