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 22, 2005
-------------------------
CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction 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))
Item 1.01 Entry into a Material Definitive Agreement
Reference is made to Item 1.01 of the CBRL Group, Inc. (the "Company")
Current Report on Form 8-K filed with the Commission on August 1, 2005, which is
incorporated herein by this reference. In addition, on September 22, 2005, the
following compensatory arrangements or awards were approved for certain officers
of the Company and its subsidiaries:
FY 06 Salaries for Named Executive Officers
-------------------------------------------
The base salary of Michael A. Woodhouse, Chairman, President and Chief
Executive Officer, was increased from $875,000 to $950,000 effective October 1,
2005.
FY 06 LTI Plan
--------------
Pursuant to the LTI Plan, the following officers received options for that
number of shares set forth below:
Name # of Shares
---- -----------
Mr. Woodhouse 145,330
Mr. White 24,202
Mr. Taylor 33,119
Mr. Gilbert 17,403
Mr. Vogel 23,075
These options have a term of ten years and vest at a cumulative rate of
33-1/3% per year. They each have an exercise price of $34.60 per share.
CBRL Group, Inc. Targeted Retention Plan
----------------------------------------
Pursuant to the Retention Plan, Mr. Gilbert received an award of 10,525
restricted shares, which cliff vest on September 22, 2010. In addition, Mr.
Vogel will receive an award of restricted stock at the end of the Company's 2006
fiscal year. The number of shares to be received at that time will be determined
by dividing Mr. Vogel's 2006 salary and bonus by the closing market price of the
Company's common stock on the last trading day of the Company's 2006 fiscal
year. That stock will vest on September 22, 2010.
CBRL 2005 LTI Plan
------------------
Pursuant to the 2005 MTIRP, the following officers received awards of
restricted stock in the following amounts:
Name # of Shares
---- -----------
Mr. Woodhouse 17,871
Mr. White 2,757
Mr. Taylor 4,289
Mr. Gilbert 2,566
Mr. Vogel 1,991
These awards cliff vest at the end of the Company's 2007 fiscal year.
Item 7.01. Regulation FD Disclosure
On September 22, 2005, 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 that the Company will be presenting at the RBC Capital
Markets Consumer Conference on September 29, 2005 at 10:30 a.m. Eastern Time and
noted that an audio webcast of the Company's presentation at the conference
would be available to the public over the Internet, and through October 13,
2005.
On September 22, 2005, the Company issued the press release which is
furnished hereto as Exhibit 99.2 and incorporated by reference as if fully set
forth herein, announcing that its Board of Directors had declared a cash
dividend of thirteen cents per share, payable on November 8, 2005 to
shareholders of record on October 14, 2005.
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 22, 2005
Announcing Presentation at RBC Capital Markets Consumer Conference.
99.2 Press Release issued by CBRL Group, Inc. dated September 22, 2005
Announcing Quarterly Dividend
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 26, 2005 CBRL GROUP, INC.
By: /s/ N.B. Forrest Shoaf
---------------------------------
Name: N.B. Forrest Shoaf
Title: Senior Vice President,
Secretary and General Counsel