UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 47)¹

CRACKER BARREL OLD COUNTRY STORE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

22410J106

(CUSIP Number)

Sardar Biglari

Biglari Capital Corp.

17802 IH 10 West, Suite 400

San Antonio, Texas  78257

(210) 344-3400

 

with copies to:

 

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 20, 2020

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				The Lion Fund II, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,000,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,000,000
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,000,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.4%
	14		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				Biglari Capital Corp.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,000,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,000,000
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,000,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.4%
	14		TYPE OF REPORTING PERSON
				OO

  

 

1

NAME OF REPORTING PERSON

First Guard Insurance Company

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Arizona

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

48,300

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

-0-

PERSON WITH

9

SOLE DISPOSITIVE POWER

48,300

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

48,300

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IC

  

 

1

NAME OF REPORTING PERSON

Southern Pioneer Property and Casualty Insurance Company

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Arkansas

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

6,841

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

-0-

PERSON WITH

9

SOLE DISPOSITIVE POWER

6,841

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,841

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IC

  

 

1

NAME OF REPORTING PERSON

SPP&C Holding Co., Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Arkansas

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

6,841

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

-0-

PERSON WITH

9

SOLE DISPOSITIVE POWER

6,841

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,841

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

  

 

1

NAME OF REPORTING PERSON

Biglari Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Indiana

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

55,141

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

-0-

PERSON WITH

9

SOLE DISPOSITIVE POWER

55,141

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

55,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

  

 

	1		NAME OF REPORTING PERSON
				Sardar Biglari
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,055,141
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,055,141
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,055,141
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.7%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				Raymond P. Barbrick
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 47 to the Schedule 13D filed by the undersigned (“Amendment No. 47”). This Amendment No. 47 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by The Lion Fund II, L.P., a Delaware limited partnership (“The Lion Fund II”), Biglari Capital Corp., a Texas limited liability company (“BCC”), First Guard Insurance Company, an Arizona corporation (“First Guard”), Southern Pioneer Property and Casualty Insurance Company, an Arkansas corporation (“Southern Pioneer”), SPP&C Holding Co., Inc., an Arkansas corporation (“SPPC”), Biglari Holdings Inc., an Indiana corporation (“Biglari Holdings”), Sardar Biglari, and Raymond P. Barbrick. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

BCC is the general partner of The Lion Fund II. Sardar Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by The Lion Fund II. By virtue of these relationships, BCC and Sardar Biglari may be deemed to beneficially own the Shares owned directly by The Lion Fund II.

First Guard is a wholly owned subsidiary of Biglari Holdings. Sardar Biglari is the Chairman and Chief Executive Officer of Biglari Holdings and has investment discretion over the securities owned by First Guard. By virtue of these relationships, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by First Guard.

Southern Pioneer is a wholly owned subsidiary of SPPC. SPPC is a wholly owned subsidiary of Biglari Holdings. Sardar Biglari is the Chairman and Chief Executive Officer of Biglari Holdings and has investment discretion over the securities owned by Southern Pioneer. By virtue of these relationship, SPPC, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by Southern Pioneer.

Raymond P. Barbrick is a nominee for election to the board of directors (the “Board”) of the Issuer.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of each of First Guard, Southern Pioneer, SPPC and Biglari Holdings. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The principal business address of each of The Lion Fund II, BCC, Biglari Holdings and Sardar Biglari is 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. The principal business address of First Guard is 200 Nokomis Ave S., Venice, Florida 34285. The principal business address of each of Southern Pioneer and SPPC is 2816 Longview Drive, Jonesboro, Arkansas 72401. The principal business address of Mr. Barbrick is 78 Okner Parkway, Livingston, New Jersey 07039.

(c)       The principal business of The Lion Fund II is purchasing, holding and selling securities for investment purposes. The principal business of BCC is serving as the general partner of The Lion Fund II. The principal business of First Guard is the direct underwriting of commercial truck insurance. The principal business of Southern Pioneer is providing property and casualty insurance. The principal business of SPPC is serving as the direct parent of Southern Pioneer. The principal business of Biglari Holdings is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, media and licensing, restaurants, and oil and gas. The principal occupation of Sardar Biglari is serving as Chairman and Chief Executive Officer of Biglari Holdings and BCC. The principal occupation of Mr. Barbrick is serving as the President, Co-Chief Executive Officer and Chief Operating Officer of The Briad Group.

(d)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       The Lion Fund II is organized under the laws of the State of Delaware. BCC is organized under the laws of the State of Texas. First Guard is organized under the laws of the State of Arizona. Each of Southern Pioneer and SPPC is organized under the laws of the State of Arkansas. Biglari Holdings is organized under the laws of the State of Indiana. Each of Messrs. Biglari and Barbrick is a citizen of the United States of America. The citizenships of the persons listed on Schedule A are set forth thereon.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 20, 2020, the Reporting Persons delivered a letter to the Issuer nominating Raymond P. Barbrick for election to the Board at the 2020 annual meeting of stockholders of the Issuer. Mr. Barbrick is President, Co-Chief Executive Officer and Chief Operating Officer of The Briad Group, a hospitality company operating franchises in a number of industries including restaurants and hotels.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a – e) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 23,693,981 Shares outstanding, which is the total number of Shares outstanding as of May 20, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2020.

As of the close of business on August 20, 2020, The Lion Fund II owned directly 2,000,000 Shares, constituting approximately 8.4% of the Shares outstanding. By virtue of their relationships with The Lion Fund II, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by The Lion Fund II.

As of the close of business on August 20, 2020, First Guard owned directly 48,300 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with First Guard, each of Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned by First Guard.

As of the close of business on August 20, 2020, Southern Pioneer owned directly 6,841 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with Southern Pioneer, each of SPPC, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned by Southern Pioneer.

An aggregate of 2,055,141 Shares, constituting approximately 8.7% of the Shares outstanding, are reported by the Reporting Persons in this statement.

None of Messrs. Biglari, Barbrick or any person set forth on Schedule A directly owns any Shares as of the date hereof.

By virtue of his relationships with the other Reporting Persons, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares owned directly by The Lion Fund II, First Guard and Southern Pioneer.

Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of such transactions were effected in the open market, unless otherwise noted.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The Lion Fund II has sold 1,511 exchange listed American-style call options, representing 151,100 shares of Common Stock underlying such call options, which expire on September 18, 2020, and have an exercise price of $185 per share.

The Lion Fund II has sold 802 and 2,690 exchange listed American-style call options, representing 80,200 and 269,000 shares of Common Stock, respectively, each of which expires on January 15, 2021, and which have an exercise price of $190 and $200 per share, respectively.

On August, 2020, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominee at the Annual Meeting (the “Solicitation”), and (c) the Reporting Persons except for Mr. Barbrick agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Barbrick has granted Mr. Biglari power of attorney (“Power of Attorney”) to execute certain SEC filings and other documents in connection with the Solicitation. A copy of the Power of Attorney is attached hereto as Exhibit 99.2 and is incorporated herein by reference. 

Item 7.

Material to be Filed as Exhibits.

Item 7 is amended to add the following exhibit:

99.1

Joint Filing and Solicitation Agreement by and among the Reporting Persons, dated August 20, 2020.

99.2

Power of Attorney, dated August 20, 2020.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

	August 20, 2020
	(Date)
	THE LION FUND II, L.P.
	By: BIGLARI CAPITAL CORP., its General Partner
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer
	BIGLARI CAPITAL CORP.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer
	FIRST GUARD INSURANCE COMPANY
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory
	SOUTHERN PIONEER PROPERTY AND CASUALTY INSURANCE COMPANY
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory

 

	SPP&C HOLDING CO., INC.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory
	BIGLARI HOLDINGS INC.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer
	/s/ Sardar Biglari
	SARDAR BIGLARI
	Individually and as attorney-in-fact for Raymond P. Barbrick

Schedule A

Directors and Executive Officers of First Guard

 

NAME AND POSITION WITH FIRST GUARD	PRESENT PRINCIPAL OCCUPATION	BUSINESS ADDRESS	CITIZENSHIP
Edmund B. Campbell, III, Chairman of the Board and Chief Executive Officer	Chairman and Chief Executive Officer of First Guard	200 Nokomis Ave. S. Venice, FL 34285	U.S.A.
Sardar Biglari, Director	See Item 2	See Item 2	U.S.A.
Philip L. Cooley, Director	Vice Chairman of Biglari Holdings	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.
Andrew S. Toepfer, President, Treasurer and Director	President of First Guard	200 Nokomis Ave. S. Venice, FL 34285	U.S.A.
Edmund B. Campbell, Jr., Director	Executive at First Guard	200 Nokomis Ave. S. Venice, FL 34285	U.S.A.

 

Directors and Executive Officers of Southern Pioneer

 

NAME AND POSITION WITH SOUTHERN PIONEER	PRESENT PRINCIPAL OCCUPATION	BUSINESS ADDRESS	CITIZENSHIP
Hal Hyneman, President and Director	President of Southern Pioneer	2816 Longview Drive, Jonesboro, AR 72401	U.S.A.
Ben Hyneman, Director	President of SPPC	2816 Longview Drive, Jonesboro, AR 72401	U.S.A.
Sardar Biglari, Director	See Item 2	See Item 2	U.S.A.
Philip L. Cooley, Director	Vice Chairman of Biglari Holdings	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.
Anthony Grant, Vice President and Director	Vice President of Southern Pioneer	2816 Longview Drive, Jonesboro, AR 72401	U.S.A.
Brian Hyneman, Secretary, Treasurer and Director	Secretary and Treasurer of Southern Pioneer	2816 Longview Drive, Jonesboro, AR 72401	U.S.A.
Matt Hyneman, Director	Vice President of Southern Pioneer Insurance Agency, Inc.	2816 Longview Drive, Jonesboro, AR 72401	U.S.A.

 

Directors and Executive Officers of SPPC

 

NAME AND POSITION WITH SPPC	PRESENT PRINCIPAL OCCUPATION	BUSINESS ADDRESS	CITIZENSHIP
Ben Hyneman, President and Director	President of SPPC	2816 Longview Drive, Jonesboro, AR 72401	U.S.A.
Hal Hyneman, Director	President of Southern Pioneer	2816 Longview Drive, Jonesboro, AR 72401	U.S.A.
Sardar Biglari, Director	See Item 2	See Item 2	U.S.A.
Philip L. Cooley, Director	Vice Chairman of Biglari Holdings	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.

 

Directors and Executive Officers of Biglari Holdings

 

NAME AND POSITION WITH BIGLARI HOLDINGS	PRESENT PRINCIPAL OCCUPATION	BUSINESS ADDRESS	CITIZENSHIP
Sardar Biglari, Chairman of the Board and Chief Executive Officer	See Item 2	See Item 2	See Item 2
Philip L. Cooley, Vice Chairman of the Board	Vice Chairman of the Board of Biglari Holdings	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.
Ruth J. Person, Director	Professor of Management, University of Michigan-Flint	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.
Kenneth R. Cooper, Director	Attorney	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.
James P. Mastrian, Director	Retired; former special advisor to the Chairman and CEO of Rite Aid	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.
John Garrett Cardwell, Director	Retired; former executive with Johnson Controls, Inc.	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.
Bruce Lewis, Controller	Controller of Biglari Holdings	17802 IH 10 West Suite 400 San Antonio, TX 78257	U.S.A.

 

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Securities Purchased/(Sold)

Price Per Share($)

Date of Purchase / Sale

 

The lion fund ii, l.p.

 

Sale of January 15, 2021, Call Option ($190 Strike Price)1

(700)

0.34

08/05/2020

 

¹ The price reported is a weighted average price. These call options were sold in multiple transactions at prices ranging from $0.30 to $0.35 per call option. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of call options sold at each separate price within the range set forth in this footnote 1.

 

Exhibit 99.1

 

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”);

WHEREAS, The Lion Fund II, L.P., a Delaware limited partnership, Biglari Capital Corp., a Texas limited liability company, First Guard Insurance Company, an Arizona corporation, Southern Pioneer Property and Casualty Insurance Company, an Arkansas corporation, SPP&C Holding Co., Inc., an Arkansas corporation, Biglari Holdings Inc., an Indiana corporation, Sardar Biglari (collectively, “Biglari”), and Raymond P. Barbrick (the “Nominee”) wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2020 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

 

NOW, IT IS AGREED, this _20 day of August 2020 by the parties hereto:

1.In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.So long as this Agreement is in effect, the Nominee shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of his purchases or sales of securities of the Company; or (ii) any securities of the Company over which he acquires or disposes of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.So long as this Agreement is in effect, the Nominee agrees to provide Biglari advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he has, or would have, direct or indirect beneficial ownership so that Biglari has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by the Nominee. The Nominee agrees that he shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Biglari.

4.Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the person(s) nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.Biglari shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.Each of the undersigned agrees that any SEC filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Biglari.

7.The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as otherwise provided herein, nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

8.This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by email to Michael Neidell at Olshan, mneidell@olshanlaw.com.

11.Each party acknowledges that Olshan shall act as counsel for both the Group and Biglari and its affiliates relating to their investment in the Company.

12.Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

			THE LION FUND II, L.P.
			By: BIGLARI CAPITAL CORP., its General Partner
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Chairman and Chief Executive Officer
			BIGLARI CAPITAL CORP.
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Chairman and Chief Executive Officer
			FIRST GUARD INSURANCE COMPANY
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Authorized Signatory
			SOUTHERN PIONEER PROPERTY AND CASUALTY INSURANCE COMPANY
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Authorized Signatory
			SPP&C HOLDING CO., INC.
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Authorized Signatory
			BIGLARI HOLDINGS INC.
			By:	/s/ Sardar Biglari
				Name:	Sardar Biglari
				Title:	Chairman and Chief Executive Officer
			/s/ Sardar Biglari
			SARDAR BIGLARI
			/s/ Raymond P. Barbrick
			RAYMOND P. BARBRICK

 

Exhibit 99.2

 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Sardar Biglari the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), directly or indirectly beneficially owned by Biglari Capital Corp. or any of its affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2020 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any agreement with the Company, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this _20 day of August 2020.

	/s/ Raymond P. Barbrick
	NAME: RAYMOND P. BARBRICK