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): April
25, 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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement
On
April
25, 2007, CBRL Group, Inc. notified the trustee of its outstanding Liquid Yield
Option Notes due 2032 (Zero Coupon - Senior ) (the “Existing Notes”) to send to
all holders of Existing Notes notice that the Existing Notes will be redeemed
on
June 4, 2007 (the “Redemption Date”). The trustee has been instructed to send
the redemption notice not later than May 4, 2007. As
a
result of the notice to holders of Existing Notes, the Existing Notes will
become due and payable on the Redemption Date. The Company will pay the
redemption price of the Existing Notes through a draw on its existing
delayed-draw term loan facility and cash on hand.
As
of
today, there are $422,030,000 in principal amount at maturity of Existing Notes
outstanding and the aggregate redemption price (based upon a price of $477.41
per $1,000 in principal amount at maturity) will be approximately $201,482,436
million, assuming that no holders of Existing Notes either convert their notes
into common stock or exchange Existing Notes pursuant to the Company’s pending
exchange offer. At any time up to two business days prior to the Redemption
Date, holders of Existing Notes can convert Existing Notes into the Company’s
common stock at the rate of 10.8485 shares of common stock per $1,000 in
principal amount at maturity of Existing Notes. Also, at any time prior to
5:00
p.m. on April 30, 2007, holders of Existing Notes can exchange all or a portion
of their Existing Notes for an equal amount of a new issue of Zero Coupon Senior
Convertible Notes due 2032 plus an exchange fee.
Item
7.01. Regulation FD Disclosure.
On
April
25, 2007, 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, as described in Item 2.04 above, that it had instructed the trustee
of the Existing Notes to notify the holders of Existing Notes that the Existing
Notes will be redeemed on June 4, 2007
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
99.1
Press
Release dated April 25, 2007 re Existing Note redemption
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 25, 2007 CBRL
GROUP, INC.
By:
/s/ N.B. Forrest Shoaf
Name:
N.B. Forrest Shoaf
Title:
Senior
Vice President, Secretary
and
General Counsel
EXHIBIT
INDEX
Exhibit
Number Description
99.1 Press
Release dated April 25, 2007 re Existing Note redemption
Exhibit
99.1
CBRL
GROUP, INC.
; 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 TO REDEEM OUTSTANDING NOTES
LEBANON,
Tenn. - April 25, 2007
- CBRL
Group, Inc. (the “Company”) (Nasdaq: CBRL) announced today that it has directed
the trustee of its
outstanding Liquid Yield Option Notes
due
2032
(Zero Coupon - Senior) (Cusip Nos. 12489VAB2 and 12489VAA4) (the “Existing
Notes”) to send to all holders of Existing Notes notice that the Existing Notes
will be redeemed on or about June 4, 2007 (the “Redemption Date”). The trustee
has been instructed to send the redemption notice not later than May 4, 2007.
As
of
today, there are $422,030,000 in principal amount at maturity of Existing Notes
outstanding and the aggregate redemption price will be approximately $201
million, assuming that no holders of Existing Notes either convert their notes
into common stock or exchange Existing Notes pursuant to the Company’s pending
exchange offer. At any time up to two business days prior to the Redemption
Date, holders of Existing Notes can convert Existing Notes into the Company’s
common stock at the rate of 10.8584 shares of common stock per $1,000 in
principal amount at maturity of Existing Notes. Also, at any time prior to
5:00
p.m. on April 30, 2007, holders of Existing Notes can exchange all or a portion
of their Existing Notes for an equal amount of a new issue of Zero Coupon Senior
Convertible Notes due 2032 (Cusip No. 12489VAC0) (the “New Notes”) plus an
exchange fee (the “Exchange Offer”).
The
Company will pay the redemption price of the Existing Notes through a draw
on
its existing delayed-draw term loan facility and cash on hand.
This
press release is neither an offer to sell nor a solicitation of an offer to
buy
any securities. There shall not be any issuance of the New Notes in any state
in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the laws of such state.
-
MORE
-
CBRL
to
Redeem Outstanding Notes
Page
2
April
25,
2007
Availability
of Certain Important Information
A
Form
T-3 Application for Qualification of Indenture (the “T-3”) (File No. 022-28834)
covering the New Notes was filed with the Securities and Exchange Commission
(“SEC”) and has been declared effective. Also, in connection with the Exchange
Offer, the Company has filed with the SEC Tender Offer Statements on Schedule
TO. The T-3 and the Tender Offer Statements and any documents filed in
connection with the Exchange Offer contain important information. The Company
recommends that holders of Existing Notes read these documents carefully before
deciding whether to participate in the Exchange Offer. Holders of Existing
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. Additional information
concerning the terms of the Exchange Offer and copies of the exchange circular
and other documents relating to the Exchange Offer may be obtained from the
information agent. The information agent is:
Global
Bondholder Services Corporation
65
Broadway - Suite 704
New
York,
NY 10006
Attn:
Corporate Actions
Telephone:
(212) 430-3774 (Banks and Brokers)
(866) 470-4300
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 557 Cracker Barrel
Old Country Store®
restaurants and gift shops located in 41 states.
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 redeem the
Existing Notes and implement the Exchange Offer and other financing initiatives.
The Company’s ability to complete the redemption of the Existing Notes and the
Exchange Offer and, thereafter, 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 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.
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END -