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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 23, 2004
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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.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On November 23, 2004, the shareholders of CBRL Group, Inc. (the "Company")
approved an amendment, effective immediately, to the Company's 2002 Incentive
Compensation Plan (the "Incentive Plan"). The amendment modifies the Incentive
Plan to allow the Company to provide for annual grants to non-employee directors
of options to acquire 5,000 shares of the Company's common stock, or awards of
up to 2,000 shares of restricted stock or restricted stock units. If the Company
grants awards of up to 2,000 shares of restricted stock or restricted stock
units, the grant would vest in its entirety three years from the date of the
grant.
Also on November 23, 2004, the Board of Directors (the "Board") of the
Company approved a modification to the compensation of the director designated
as the "lead independent director". Effective immediately, the lead independent
director shall be paid an annual retainer of $42,000 (rather than the standard
$30,000 for other non-employee directors), along with any other benefits
currently paid to non-employee directors, including meeting fees, the option to
participate in the Company's Deferred Compensation Plan and any permissible
awards under the Incentive Plan.
The Board also approved, effective January 1, 2005, modifications to the
Company's Deferred Compensation Plan and Non-Qualified Savings Plan. These
modifications have been made to comply with the recently enacted American Jobs
Creation Act of 2004, which will amend certain provisions of the Internal
Revenue Code, effective at the end of this calendar year, regarding taxation of
deferral elections. The modifications to the Deferred Compensation Plan and
Non-Qualified Savings Plan will allow participants in these plans to make
appropriate deferral elections in compliance with the amendments to the Internal
Revenue Code.
Item 7.01. Regulation FD Disclosure.
On November 24, 2004, the Company issued the press release that is
furnished as Exhibit 99 to this Current Report on Form 8-K, which by this
reference is incorporated herein as if copied verbatim, with respect to its
declaration of a cash dividend of twelve cents per share, payable on February 8,
2005 to shareholders of record as of January 14, 2005.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99 Press Release issued by CBRL Group, Inc. dated November 24, 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: November 24, 2004 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary