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): June
11, 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
June
11, 2007, CBRL Group, Inc. (the “Company”) issued the press release that is
furnished as Exhibit 99.1 to this Current Report on Form 8-K, which by this
reference is incorporated herein as if copied verbatim, announcing the status
of
its ongoing share repurchase program and its adoption of a trading plan under
Rule 10b5-1 of the Securities and Exchange Commission to facilitate repurchases
under its previously announced authorization to repurchase shares issued in
connection with the conversion of the Company’s convertible notes.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
|
99.1
|
Press
Release dated June 11, 2007 re share repurchase program and adoption
of
10b5-1 plan for shares issued in note
conversion (furnished
only).
|
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.
| Date: June 12, 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 June 11, 2007 re share repurchase program and adoption of 10b5-1
plan for shares issued in note conversion (furnished only).
| [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 SHARE REPURCHASES
Includes
Adoption of 10b5-1 Plan for Shares Issued in Note
Conversion
LEBANON,
Tenn. -- June 11, 2007
-- CBRL
Group, Inc. (the “Company”) (Nasdaq: CBRL) provided an update on the status of
its ongoing share repurchase program and also announced the adoption of a
trading plan under Rule 10b5-1 of the Securities and Exchange Commission to
facilitate repurchases under its previously announced authorization to
repurchase shares issued in connection with the conversion of the Company’s
convertible notes.
Through
Friday, June 8, 2007, the Company has repurchased 500,000 shares out of an
821,800 share repurchase authorization that the Company’s Board of Directors
adopted in 2005. The Company has in place a 10b5-1 plan to facilitate the
repurchase of an additional 500,000 shares, which include the 321,800 shares
remaining to be repurchased under the 2005 repurchase authorization plus an
additional 178,200 shares that have been issued in connection with the recent
conversion of the Company’s convertible notes. The Company expects that the
500,000 share repurchase will be completed within the next two weeks.
The
Company also has adopted a 10b5-1 plan to facilitate repurchases of the
remaining shares that were or will be issued in connection with the recent
conversion of the Company’s convertible notes. The conversion of those notes has
resulted in the issuance of 276,000 shares (178,200 of which will be repurchased
as a part of the 500,000 share repurchase described in the preceding paragraph)
and will result in the issuance of an additional number of shares that will
be
determined (based upon the closing stock price over the applicable averaging
period) at the close of business on June 15, 2007. The Company afterwards will
make an announcement of the exact number of shares that will be issued and
thereafter repurchased.
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MORE
-
CBRL
Announces Status of Share Repurchases
Page
2
June
11,
2007
The
latest 10b5-1 plan provides for share repurchases to commence on the later
of
completion of the 500,000 share repurchase authorization or June 18, 2007,
and
continues until all shares issued as a result of the conversion of the notes
have been purchased. Any 10b5-1 plan adopted by the Company is subject to price,
market, volume and timing constraints specified in the plan and may be
terminated at any time. Repurchase plans adopted by the Company do 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.
About
CBRL Group, Inc.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 559 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 repurchase
shares issued in connection with the conversion of the Company’s convertible
notes and implement other financing initiatives. The Company’s ability to
complete the 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, January 26, 2007 and April 27, 2007. The Company undertakes no obligation
to update forward-looking statements.
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END
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