--------------------------------------------------------------------------------
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): September 8, 2004
-----------------
CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
------------- ----------- --------------
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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.13e-4(c))
--------------------------------------------------------------------------------
Item 2.02. Results of Operations and Financial Condition.
On September 9, 2004, CBRL Group, Inc. 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, with respect to fourth
quarter and year-end results, current sales trends, earnings guidance for the
first fiscal quarter and fiscal 2005, other information and the conference call
to be held to discuss this information.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above is incorporated by reference
as if fully set forth herein.
On September 8, 2004, Cracker Barrel Old Country Store, Inc. ("Cracker
Barrel"), a wholly owned subsidiary of CBRL Group, Inc. (the "Company"), reached
agreement in principle to settle certain litigation pending against Cracker
Barrel. Final settlement documentation has been negotiated and upon receiving
appropriate signatures, which is expected to occur within the next few weeks,
dismissals with prejudice will be entered in the litigation in question.
The litigation being resolved by the announced settlements has been
previously described in the Company's reports filed with the Commission. See
Part II, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 2004 filed with the Commission on June 2, 2004. The litigation
being resolved consists of:
(1) Serena McDermott and Jennifer Gentry v. Cracker Barrel Old Country
Store, Inc., 4:99-CV-0001-HLM (United States District Court for
the Northern District of Georgia ("NDG")), a collective action
under the federal Fair Labor Standards Act involving approximately
10,000 opt-in plaintiffs ("McDermott");
(2) Kelvis Rhodes, Maria Stokes et al. v. Cracker Barrel Old Country
Store, Inc., 4:99-CV-217-HLM (NDG), an action under Title VII of
the Civil Rights Act of 1964 and Section 1981 of the Civil Rights
Act of 1866 involving 13 individual plaintiffs;
(3) Flounice Stanley, Calvin Slack et al. v. Cracker Barrel Old
Country Store, Inc., 4:01-CV-326-HLM (NDG), a collective action
under the FLSA involving 3 remaining individual plaintiffs;
(4) National Association for the Advancement of Colored People, Betty
Thomas et al. v. Cracker Barrel Old Country Store, Inc.,
4:01-CV-325-HLM (NDG), an action under Title II of the Civil
Rights Act of 1964 and Section 1981 of the Civil Rights Act of
1866 involving 40 individual plaintiffs ("Thomas"), and of these
40 individual plaintiffs, 2 have elected not to participate in the
settlement; and
(5) actions similar to Thomas brought by 62 individual plaintiffs in
Arkansas, North Carolina and Mississippi.
Cracker Barrel has agreed to make payments totaling $8.7 million, including
all attorneys' fees, in complete settlement of the above described litigation.
Of that amount, $3.5 million pre-tax was previously accrued in fiscal 2001 when
Cracker Barrel made offers of judgment in the McDermott case.
As previously reported, Cracker Barrel entered into a consent order with
the U.S. Department of Justice resolving allegations similar to Thomas. Cracker
Barrel is currently implementing that consent order. Cracker Barrel did not
admit any wrongdoing and expressly denied wrongdoing. Cracker Barrel reached
agreement in order to avoid expensive and protracted litigation. The Company
views the settlements as prudent actions that are in the best interests of the
Company, its employees, its shareholders, and its guests.
These settlements will result in an after tax charge to net income of
approximately $3.3 million, or approximately $0.07 per diluted share, in the
fourth quarter of the fiscal year ended July 30, 2004. The total incremental
cost of these settlements, however, is believed to be less than the potential
expense of continuing to litigate and bringing these cases to conclusion. This
charge was not included in the Company's previously announced guidance of
expected diluted net income per share of $0.65-$0.68 for the fourth quarter. See
Exhibit 99 to the Company's Current Report on Form 8-K filed with the Commission
on June 17, 2004, which by this reference is incorporated herein as if copied
verbatim. Likewise, this charge does not account for the possible effects of any
insurance recoveries that might be received. The Company considers it premature
to estimate what those amounts might be, if any.
See the press release issued by Cracker Barrel furnished hereto as Exhibit
99.2 and incorporated by reference as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99.1 Press Release issued by CBRL Group, Inc. dated September 9, 2004.
99.2 Press Release issued by Cracker Barrel Old Country Store, Inc. dated
September 9, 2004.
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: September 9, 2004 CBRL GROUP, INC.
By: James F. Blackstock
------------------------------------
Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary