SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 (No Fee Required)
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from ________ to ________
For fiscal year ended Commission file number
August 1, 1997 0-7536
___________
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0812904
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Hartmann Drive, P.O. Box 787 37088-0787
Lebanon, Tennessee (Zip code)
(Address of principal executive offices)
___________
Registrant's telephone number, including area code:
(615)444-5533
___________
Securities registered pursuant to Section 12(b) of the Act:
None
___________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Par Value $.50)
____________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No _
The aggregate market value of voting stock held by nonaffiliates of
the registrant is $1,918,787,697 as of September 29, 1997.
61,395,068
____________________________________________________________________
(Number of shares of common stock outstanding as of September 29,
1997.)
1
Documents Incorporated by Reference
___________________________________
Document from which Portions Part of Form 10-K
are Incorporated by Reference to which incorporated
_____________________________ _____________________
1. Annual Report to Shareholders Items 6, 7 and 8
for the fiscal year ended
August 1, 1997
2. Proxy Statement for Annual Part III
Meeting of Shareholders
to be held November 25, 1997
2
Except for specific historical information, the matters
discussed in this Form 10-K, as well as the Company's Annual Report
to Shareholders for the year ended August 1, 1997 incorporated
herein by reference, are forward-looking statements that involve
risks, uncertainties and other factors which may cause actual
results and performance of Cracker Barrel Old Country Store, Inc. to
differ materially from those expressed or implied by such
statements. Factors which will affect actual results include, but
are not limited to: the availability and costs of acceptable sites
for development; the ability of the Company to recruit and train
restaurant personnel in its expansion locations; the acceptance of
the Cracker Barrel concept as the Company continues to expand into
new geographic regions; continued successful development of new and
regional menu items; changes in or implementation of additional
governmental rules and regulations; and other factors described from
time to time in the Company's filings with the Securities and
Exchange Commission, press releases and other communications.
PART I
ITEM 1. BUSINESS
Overview
Cracker Barrel Old Country Store, Inc. and subsidiaries (the
"Company" or "Cracker Barrel") own and operate 319 full service
"country store" restaurants which are primarily located in the
southeast, midwest, mid-atlantic and southwest United States. The
majority of stores are located along interstate highways, however,
ten stores are located at "tourist destinations". The restaurants
serve breakfast, lunch and dinner between the hours of 6:00 a.m. and
10:00 p.m. (11:00 p.m. on Fridays and Saturdays) and feature home
style country cooking prepared on the premises from the Company's
own recipes using quality ingredients and emphasizing authenticity.
Menu items are moderately priced and include country ham, chicken,
fish, barbecue pork ribs, roast beef, beans, turnip greens,
vegetable plates, salads, sandwiches, pancakes, eggs, bacon, sausage
and grits. The restaurants do not serve alcoholic beverages. The
stores are constructed in a rustic, country store design and feature
a separate retail area offering a wide variety of decorative and
functional items specializing in hand-blown glassware, cast iron
cookware, toys and wood crafts as well as various old fashioned
candies, jellies and other foods. The Company considers its store
operations to constitute an integrated, single line of business.
As announced on August 21, 1996, the Company took a one-time
charge related to store closures and certain other write-offs. The
details related to this charge are included in Note 1 under "Store
closing costs" on page 32 of the Company's 1997 Annual Report.
Operations
STORE FORMAT: The format of Cracker Barrel stores consists of
a rustic, country store style building. All stores are free
standing buildings with adequate parking facilities and standard
landscaping. Store interiors are subdivided into a dining room
consisting of approximately 23% of the total interior store space, a
retail shop consisting of approximately 21% of such space, with the
balance primarily consisting of kitchen and storage areas. All
stores have wood-burning fireplaces and are decorated with
antique-style furnishings and other authentic items of the past
similar to those used and sold in original old country stores. The
kitchens contain modern food preparation and storage equipment
allowing for extensive flexibility in menu variation and
development.
PRODUCTS: Cracker Barrel's restaurants offer rural American
cooking featuring the Company's own recipes. In keeping with the
Company's emphasis on authenticity and quality, Cracker Barrel
restaurants prepare menu selections on the premises. The Company's
restaurants offer breakfast, lunch and dinner from a
moderately-priced menu. Most items may be ordered at any time
throughout the day. Breakfast items include juices, eggs, pancakes,
bacon, country ham, sausage, grits, and a variety of biscuit
specialties, with prices for a breakfast meal ranging from $2.59 to
$7.49. Lunch and dinner items include country ham, chicken, fish,
steak, barbecue pork ribs, roast beef, beans, turnip greens,
vegetable plates, salads, sandwiches, homemade soups and specialty
items such as beef stew with muffins. Lunches and dinners range in
price from $2.99 to $14.99. The Company from time to time increases
its prices and increased its menu prices approximately 1% in October
1996 and 2% in May 1997.
3
The retail stores, which are decorated with antique signs,
primitive tools and other memorabilia in a turn-of-the-century
atmosphere, offer a wide variety of items consisting primarily of
hand-blown glassware, cast iron cookware, old-fashioned crockery,
handcrafted figurines, classic children's toys and various other
gift items, as well as various candies, preserves, smoked sausage,
syrups and other foodstuffs. Many of the candy items, smoked bacon,
jellies and jams along with other high quality products are sold
under the "Cracker Barrel Old Country Store" brand name.
PRODUCT MERCHANDISING: Cracker Barrel maintains a product
development department which develops new and improved menu items in
response to shifts in customer preferences. Company merchandising
specialists are involved on a continuing basis in selecting and
positioning of merchandise in the retail shop. Management believes
that the Company has adequate flexibility to meet future shifts in
consumer preference on a timely basis.
STORE MANAGEMENT: Store management typically consists of a
general manager, four associate managers and a retail manager who
are responsible for approximately 100 employees on two shifts. The
relative complexity of operating a Cracker Barrel Old Country Store
requires an effective management team at the individual store level.
As a motivation to store managers to improve sales and operational
efficiency, Cracker Barrel has a bonus plan designed to provide
store management with an opportunity to share in the pre-tax profits
of their store when meeting or exceeding predetermined performance
criteria. To assure that individual stores are operated at a high
level of quality, the Company emphasizes the selection and training
of store managers and has a level of District Management to support
individual store managers.
The store management recruiting and training program begins
with an evaluation and screening process. In addition to multiple
interviews and background and experience verification, the Company
conducts testing which it believes is important in selecting those
applicants best suited to manage store operations. Those candidates
who successfully pass this screening process are then required to
complete an 11-week training program consisting of eight weeks of in-
store training and three weeks of training at the Company's
corporate facilities. This program allows new managers the
opportunity to become familiar with the Company's operations,
management objectives, controls and evaluation criteria before
assuming management responsibility.
PURCHASING AND DISTRIBUTION: Cracker Barrel negotiates
directly with food vendors as to price and other material terms of
most food purchases. The Company purchases the majority of its food
products and restaurant supplies on a cost-plus basis through a
distributor headquartered in Nashville, Tennessee with custom
distribution centers in Lebanon, Tennessee; Dallas, Texas;
Gainesville, Florida; and Belcamp, Maryland. The distributor is
responsible for placing food orders and warehousing and delivering
food products to the Company's stores. This distributor is not
affiliated with the Company. Certain perishable food items are
purchased locally by the Company's stores.
On January 10, 1997, the Company signed a new agreement with the
food distributor which became effective February 1, 1997. This
agreement, characterized as a "Prime Vendor Contract", outlined the
relationship between the Company and the distributor and is
considered a mutual agreement between both parties that will permit
a profitable relationship. The contract will remain in effect until
it is mutually modified in writing by both parties or until
terminated by either the Company or the distributor upon one hundred
eighty days written notice to the other party.
The single food category accounting for the largest share
(approximately 17%) of the Company's food purchasing expense is
pork. The single food item within the pork category accounting for
the largest share of the Company's food purchasing expense is
country ham. The Company presently purchases its pork food items
through ten vendors and its country ham through two vendors. Should
any pork items from these vendors become unavailable for any reason,
management is of the opinion that these food items could be obtained
in sufficient quantities from other sources at competitive prices.
4
The majority of retail items are purchased directly by Cracker
Barrel, warehoused at its Lebanon distribution center and shipped to
the stores. On December 20, 1996, the Company signed a dedicated
carriage agreement with an unaffiliated transportation company for
the transportation of retail merchandise from the Company's
distribution center throughout the contiguous forty-eight states.
This agreement, which is for a period of forty eight (48) months,
sets forth the relationship between the respective companies and is
structured to facilitate the growth of the Company's retail business
over the next four years. The transportation company or the Company
may terminate the agreement on any annual anniversary date by giving
the other party sixty (60) days prior written notice. Certain
retail items are shipped directly to the Company's stores.
QUALITY, COST AND INVENTORY CONTROLS: Costs are monitored by
management to determine if any material variances in food cost or
operating expenses have occurred. The Company's computer systems are
used to analyze store operating information by providing management
reports for continual monitoring of sales mix and detailed
operational cost data. This system is also used in the development
of budget analyses and planning.
MARKETING: New store locations generally are not advertised in
the media until several weeks after they have been opened in order
to give the staff time to adjust to local customer habits and
traffic volume. To effectively reach consumers in the primary trade
area for each Cracker Barrel store and also interstate travelers and
tourists, outdoor advertising is the primary advertising media
utilized, accounting for approximately 50% of advertising
expenditures. The Company utilizes various types of media, such as
television and radio, in its core markets to maintain customer
awareness. Outside of its core markets, radio and print are the
primary media used in an effort to increase name awareness and to
build brand loyalty. The Company defines its core market based on
geographic location, longevity in the market and name awareness in
the market.
SEASONAL ASPECTS: Historically the profits of the Company have
been lower in the second fiscal quarter than in the first and third
fiscal quarters and highest in the fourth fiscal quarter.
Management attributes these variations primarily to the decrease in
interstate tourist traffic during the winter months and the increase
in interstate tourist traffic during the summer months.
WORKING CAPITAL: In the restaurant industry substantially all
sales are either for cash or credit card. Like most other restaurant
companies, the Company is able to, and may from time to time,
operate with negative working capital. Restaurant inventories
purchased through the food distributor are now on terms of net zero
days, while restaurant inventories purchased locally are generally
financed from normal trade credit. Retail inventories purchased
domestically are generally financed from normal trade credit, while
retail imported inventories are generally purchased through letters
of credit. These various trade terms are aided by rapid turnover of
the restaurant inventory.
Expansion
The Company opened fifty new stores in fiscal 1997. Ten of the
stores are located on Interstate 95 in Belcamp, Maryland,
Jacksonville, Florida, Titusville, Florida, Boynton Beach, Florida,
Fayetteville, North Carolina, Wilson, North Carolina, Milford,
Connecticut, Chester, Virginia, St. Augustine, Florida, and Santee,
South Carolina; three are located on Interstate 20 in Vicksburg,
Mississippi, Benbrook, Texas, and Oxford, Alabama; Interstate 40 in
Alma, Arkansas, Flagstaff, Arizona and Midwest City, Oklahoma;
Interstate 70 in Kansas City, Kansas, Springfield, Ohio and New
Stanton, Pennsylvania; and Interstate 90 in Erie, Pennsylvania, East
Greenbush, New York and Lancaster, New York; two are located on
Interstate 55 in Batesville, Mississippi and Romeoville, Illinois;
Interstate 59 in Hattiesburg, Mississippi and Tuscaloosa, Alabama;
Interstate 75 in Venice, Florida and Brighton, Michigan; Interstate
77 in Mooresville and Jonesville, North Carolina; Interstate 78 in
Hamburg and Fogelsville, Pennsylvania; and Interstate 81 in Cicero
and Watertown, New York; and one each is located on: 31st Avenue in
Tulsa, Oklahoma; Highway 17 in South Myrtle Beach, South Carolina;
Highway 358 in Corpus Christi, Texas; Interstate 8 in Yuma, Arizona;
Interstate 10 in Sulfur, Louisiana; Interstate 15 in Layton, Utah;
5
Interstate 64 in Barboursville, West Virginia; Interstate 25 in Pueblo,
Colorado; Interstate 29 in St. Joseph, Missouri; Interstate 35 in
Burleson, Texas; Interstate 65 in Greenville, Alabama; Interstate
71 in La Grange, Kentucky; Interstate 181 in Johnson City, Tennessee;
Interstate 196 in Grandville, Michigan; Interstate 215 in West Valley,
Utah; and Interstate 275 in Forrest Park, Ohio.
The Company plans to open fifty new stores during fiscal 1998.
Twelve of the stores are already open: two are located on:
Interstate 85 in Henderson, North Carolina and Commerce, Georgia;
and Interstate 10 in Marana, Arizona and Gonzales, Louisiana; and
one each is located on: Interstate 15 in Springville, Utah;
Interstate 35 in Edmond, Oklahoma; Interstate 40 in Russellville,
Arkansas; Interstate 55 in Hammond, Louisiana; Interstate 77 in
Beckley, West Virginia; and Interstate 90 in Billings, Montana;
Interstate 295 in Pennsville, New Jersey; and Loop 101 in Peoria,
Arizona.
Prior to committing to a new location, the Company performs
extensive reviews of various available sites, gathering approximate
cost, demographic and traffic data. This information is entered into
a model to help with the decision on building a store. The Company
utilizes in-house engineers to consult on architectural plans, to
develop engineering plans and to oversee new construction. The
Company is currently engaged in the process of seeking and selecting
new sites, negotiating purchase or lease terms and developing chosen
sites.
It is the Company's preference to own its store properties. Of
the 319 stores open as of October 31, 1997, the Company owns 301,
while the other 18 properties are either ground leases or ground and
building leases. Currently, average cost for a new store is
approximately $1,250,000 for land and sitework, $800,000 for
building, and $550,000 for equipment. The current store size is
approximately 10,000 square feet with 184 seats in the restaurant.
Employees
As of August 1, 1997, Cracker Barrel employed 35,805 people, of
whom 399 were in advisory and supervisory capacities, 1,876 were in
store management positions and 17 were officers of the Company.
Many of the restaurant personnel are employed on a part-time basis.
The Company has an incentive plan for its hourly employees which is
intended to lower turnover and to increase productivity by providing
a defined career path through testing and ranking of employees. The
Company's employees are not represented by any union, and management
considers its employee relations to be good.
Competition
The restaurant business is highly competitive and is often
affected by changes in the taste and eating habits of the public,
local and national economic conditions affecting spending habits,
and population and traffic patterns. Restaurant industry segments
overlap and often provide competition for widely diverse restaurant
concepts. The principal basis of competition in the industry is the
quality and price of the food products offered. Site selection,
quality and speed of service, advertising and the attractiveness of
facilities are also important.
There are a large number of restaurants catering to the public,
including several franchised operations in the family segment of the
restaurant industry, which are substantially larger and have greater
financial and marketing resources than those of the Company and
which compete directly and indirectly in all areas in which the
Company operates.
Trademarks
The Company owns certain registered copyrights, patents and
trademarks relating to the name "Cracker Barrel Old Country Store",
as well as its logo, menus, designs of buildings, general trade
dress and other aspects of operations. The Company believes that
the use of these names have some value in maintaining the atmosphere
and public acceptance of its mode of operations.
Research and Development
While research and development are important to the Company,
these expenditures have not been material.
6
Compliance With Environmental Protection Requirements
Compliance with federal, state and local provisions which have
been enacted or adopted regulating the discharge of materials into
the environment should have no material effect upon capital
expenditures, earnings, or the competitive position of the Company.
ITEM 2. PROPERTIES
The Company's present corporate headquarters and warehouse
facilities are situated on approximately 120 acres of land owned by
the Company in Lebanon, Tennessee.
The Company utilizes approximately 190,000 square feet of
office space and 400,000 square feet of warehouse facilities.
Management feels that the current amount of office space is
sufficient to meet the Company's needs through the end of fiscal
1999.
In addition to the corporate facilities, the Company owns or
leases the following properties as of October 31, 1997:
State Owned Leased
_____ _______________________ _______________________
Land Buildings Land Buildings
____ _________ ____ _________
Tennessee 27 28 8 5
Florida 32 29 - -
Texas 22 20 - _
Georgia 19 18 2 2
North Carolina 20 19 1 -
Illinois 18 19 1 -
Ohio 16 17 2 -
Indiana 16 15 - -
Virginia 14 14 - -
Alabama 13 12 1 1
Kentucky 12 11 2 2
Michigan 13 13 - -
Missouri 12 11 - -
South Carolina 10 10 2 1
Louisiana 8 8 - -
Mississippi 8 8 - -
Pennsylvania 8 6 - -
Arizona 7 5 - -
Oklahoma 6 5 - -
West Virginia 6 5 - -
New York 5 4 1 -
Arkansas 5 4 - -
Wisconsin 5 4 - -
Colorado 4 4 - -
Kansas 4 3 - -
Minnesota 4 3 - -
Iowa 3 3 - -
Utah 3 3 - -
New Mexico 2 2 1 -
Maryland 2 2 - -
Connecticut 1 1 - -
Montana 1 1 - -
New Jersey - 1 1 -
Idaho 1 - - -
Nebraska 1 - - -
See "Business-Operations" and "Business-Expansion" for additional
information on the Company's stores.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal
proceedings.
7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Pursuant to Instruction 3 to Item 401(b) of Regulation S-K and
General Instruction G(3) to Form 10-K, the following information is
included in Part I of this Form 10-K.
Executive Officers of the Registrant
The following table sets forth certain information concerning
the executive officers of the Company as of September 29, 1997:
Name Age Position with Registrant
____ ___ ________________________
Dan W. Evins 62 Chairman of the Board
& Chief Executive Officer
Ronald N. Magruder 49 President & Chief
Operating Officer
Michael A. Woodhouse 52 Senior Vice President,
Finance & Chief Financial
Officer
Michael D. Adkins 42 Senior Vice President,
Restaurant Operations
Norman J. Hill 55 Senior Vice President,
Human Resources
Richard G. Parsons 45 Senior Vice President,
Merchandising
James F. Blackstock 50 Vice President, General
Counsel and Secretary
Ellen C. Cozart 39 Vice President, Human
Resources
Judith K. Donovan 42 Vice President, New
Business Development
James D. Fisher 51 Vice President,
Marketing
Mattie H. Hankins 57 Vice President &
Controller
Debra K. Kidwell 38 Vice President, Retail
Purchasing
Donald G. Kravitz 61 Vice President,
Property Development
Michael J. Matheny 50 Vice President, Information
Services
Thomas R. Pate 38 Vice President, Training and
Management Development
Jonathan C. Sleik 46 Vice President,
Purchasing and Distribution
Mark W. Tanzer 40 Vice President, Product
Development
John J. Davoli 45 Regional Vice President,
Restaurants
Scott C. Diffenderfer 43 Regional Vice President,
Restaurants
Cecilia S. Gibson 42 Regional Vice President, Retail
Carolyn M. Hall 40 Regional Vice President, Retail
8
Dan L. Markley 40 Regional Vice President, Retail
Terry A. Maxwell 38 Regional Vice President,
Restaurants
Cyril J. Taylor 43 Regional Vice President,
Restaurants
Stanley L. Warner 43 Regional Vice President,
Restaurants
Gary L. Wooddell 33 Regional Vice President, Retail
The following background material is provided for those
executive officers who have been employed by the Registrant for less
than five years:
Prior to his employment with the Company in August, 1995, Mr.
Magruder was Vice-Chairman of Darden Restaurants, Inc. from 1994 to
1995. Mr. Magruder had been employed by General Mills for 23 years,
serving in various capacities within their restaurant division.
Previously, Mr. Magruder was Executive Vice President of General
Mills Restaurants and President of the Olive Garden from 1987 to
1994.
Prior to his employment with the Company in January 1995, Mr.
Fisher was Executive Vice President of Marketing with Baker's Square
since 1993. Mr. Fisher was Vice President of Marketing with
Shakey's Pizza, Inc. from 1989 to 1993.
Prior to his employment with the Company in November 1995, Mr.
Sleik was with Darden Restaurants, Inc. most recently as Vice
President of Remodeling and Facilities. He was Executive Vice
President of Operations for the Olive Garden from 1985 to 1994 and
Vice President of Purchasing and Distribution for Red Lobster from
1980 to 1985.
Prior to his employment with the Company in December 1995, Mr.
Woodhouse was Senior Vice President and Chief Financial Officer of
Daka International, Inc. from 1993 to 1995. Mr. Woodhouse was Vice
President and Chief Financial Officer of Tia's Inc. from 1992 to
1993. Prior to 1992 he was Executive Vice President and Chief
Financial Officer of Metromedia Steakhouses, Inc.
Prior to his employment with the Company in February 1996, Mr.
Matheny was with Boston Chicken as Director of Systems. He was
Director of Management Information Systems with El Chico Restaurants
from 1992 through 1995. Prior to 1992, he served in various
divisional roles with Metromedia working with their Steak and Ale
and Ponderosa concepts.
Prior to her employment with the Company in September 1996, Ms.
Donovan was with Darden Restaurants, Inc. from 1989-1996 serving
most recently as Senior Vice President of New Business Development.
Prior to her most recent role, she was Senior Vice President and
Division General Manager of The Olive Garden.
Prior to his employment with the Company in June 1997, Mr.
Blackstock was with Travel Centers of America, Inc. from 1993 to
1997 serving as Vice President, General Counsel and Secretary.
Prior to 1993, Mr. Blackstock practiced law in Los Angeles,
California as a principal in the firm of James F. Blackstock,
Professional Law Corporation.
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
Since the initial public offering of the Company's common stock
in November 1981, the Company's common stock has been traded on The
Nasdaq Stock Market (National Market System) with the symbol CBRL.
There were 19,313 shareholders of record as of September 29, 1997.
The following table indicates the high and low sales prices of
the Company's common stock as reported on The Nasdaq Stock Market
(National Market System) during the periods indicated.
Fiscal Year 1997 Prices Fiscal Year 1996 Prices
Quarter High Low High Low
_______ ____ ___ ____ ___
First $25.63 $19.63 $21.50 $17.38
Second 28.38 19.88 19.25 15.75
Third 29.25 24.88 24.88 17.88
Fourth 29.88 23.75 27.38 19.38
In September 1983 the Board of Directors of the Company
initiated a policy of declaring dividends on a quarterly basis.
Prior to such date the Board followed a policy of declaring annual
dividends during the first fiscal quarter. Quarterly dividends of
$.005 per share were paid during all four quarters of fiscal 1996
and 1997. The Company foresees paying comparable cash dividends per
share in the future.
The covenants relating to the 9.53% Senior Notes in the
original amount of $30,000,000 impose certain restrictions on the
payment of cash dividends and the purchase of treasury stock.
Retained earnings not restricted under the covenants were
approximately $382,000,000 at August 1, 1997.
ITEM 6. SELECTED FINANCIAL DATA
The table "Selected Financial Data" on page 23 of the Company's
Annual Report to Shareholders for the year ended August 1, 1997 (the "1997
Annual Report") is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following portions of the 1997 Annual Report are
incorporated herein by reference:
Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 24 through 26.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following portions of the 1997 Annual Report are
incorporated herein by reference:
Consolidated Financial Statements and Independent Auditors'
Report on pages 27 through 39.
Quarterly Financial Data (Unaudited) on page 38.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors
of the Company is incorporated herein by reference to the section
entitled "Election of Directors" in the Company's definitive proxy
statement for its 1997 Annual Meeting of Shareholders (the "1997
Proxy Statement"). The information required by this item with
respect to executive officers of the Company is set forth in Part I
of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the section entitled "Executive Compensation" in the
Company's 1997 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item is incorporated herein by
reference to the section entitled "Security Ownership of Management"
in the Company's 1997 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the section entitled "Transactions with Management" in
the Company's 1997 Proxy Statement.
11
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
A. List of documents filed as part of this report:
1. The following Financial Statements and the Report of
Deloitte & Touche LLP on pages 27 through 39 of the
1997 Annual Report are incorporated herein by reference:
Independent Auditors' Report dated September 10, 1997
Consolidated Balance Sheet as of August 1, 1997 and
August 2, 1996
Consolidated Statement of Income for each of the
three fiscal years ended August 1, 1997, August 2,
1996 and July 28, 1995
Consolidated Statement of Changes in Stockholders'
Equity for each of the three fiscal years ended August
1, 1997, August 2, 1996 and July 28, 1995
Consolidated Statement of Cash Flows for each of the
three fiscal years ended August 1, 1997, August 2, 1996
and July 28, 1995
Notes to Consolidated Financial Statements
2. The exhibits listed in the accompanying Index to
Exhibits on pages 14 & 15 are filed as part of this
annual report.
B. Reports on Form 8-K:
There were no reports filed on Form 8-K during the fourth
quarter of the fiscal year ended August 1, 1997.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Cracker Barrel Old Country Store, Inc.
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/Dan W. Evins By: /s/Mattie H. Hankins
______________________________ ___________________________
Dan W. Evins Mattie H. Hankins
CEO and Chairman of the Board Vice President & Controller
(Principal Executive Officer)
By: /s/Michael A. Woodhouse
______________________________
Michael A. Woodhouse
Senior Vice President, Finance
(Principal Financial Officer)
Date: October 24, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.
/s/James C. Bradshaw, M.D.
_____________________________________ _________________________________
James C. Bradshaw, M.D., Director Charles T. Lowe, Jr., Director
/s/B.F. Lowery
_____________________________________ _________________________________
Robert V. Dale, Director B. F. Lowery, Director
/s/Dan W. Evins /s/Ronald N. Magruder
_____________________________________ _________________________________
Dan W. Evins, Director Ronald N. Magruder, Director
/s/Edgar W. Evins /s/ Gordon L. Miller
_____________________________________ _________________________________
Edgar W. Evins, Director Gordon L. Miller, Director
/s/William D. Heydel
_____________________________________ _________________________________
William D. Heydel, Director Martha M. Mitchell, Director
_____________________________________ _________________________________
Robert C. Hilton, Director Jimmie D. White, Director
_____________________________________
Charles E. Jones, Jr., Director
13
INDEX TO EXHIBITS
Exhibit
3(a) Charter (1)
3(b) Bylaws (2)
4(a) Note Agreement dated as of January 1, 1991, relating to
$30,000,000 of 9.53% Senior Notes (3)
10(a) Credit Agreement dated February 18, 1997, relating to
the $50,000,000 Term Loan and the $75,000,000 Revolving
Credit and Letter of Credit Facility
10(b) Lease dated August 27, 1981 for lease of Clarksville,
Tennessee, and Macon, Georgia, stores between B. F.
Lowery, general counsel and a director, and the
Company (4)
10(c) The Company's Incentive Stock Option Plan of 1982, as
amended (5)
10(d) The Company's 1987 Stock Option Plan, as amended (1)
10(e) The Company's Amended and Restated Stock Option Plan (6)
10(f) The Company's Non-Employee Director's Stock Option Plan,
as amended (7)
10(g) The Company's Executive Employment Agreement (5)
10(h) The Company's Non-Qualified Savings Plan, effective
1/1/96, as amended (8)
10(i) The Company's Deferred Compensation Plan, effective
1/1/94 (8)
10(j) Executive Employment Agreement for Ronald N. Magruder
dated 7/5/95 (9)
10(k) Executive Employment Agreement for Michael A.
Woodhouse dated 11/15/95 (9)
13 Pertinent portions, incorporated by reference herein, of
the Company's 1997 Annual Report to Shareholders
21 Subsidiaries of the Registrant
22 Definitive Proxy Materials
23 Consent of Deloitte & Touche LLP
14
(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 under the Securities Act of 1933 (File
No. 33-45482).
(2) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the
fiscal year ended July 28, 1995. (File No. 0-7536).
(3) Incorporated by reference to the Company's Registration
Statement on Form S-3 under the Securities Act of 1933 (File
No. 33-38989).
(4) Incorporated by reference to the Company's Registration
Statement on Form S-7 under the Securities Act of 1933 (File
No. 2-74266).
(5) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the
fiscal year ended July 28, 1989 (File No. 0-7536).
(6) Incorporated by reference to the Company's 1996 Definitive
Proxy materials, attached hereto as Exhibit 22.
(7) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the
fiscal year ended August 2, 1991 (File No. 0-7536).
(8) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the
fiscal year ended August 2, 1996 (File No. 0-7536).
(9) Incorporated by reference to the Executive Employment
Agreement section, page 12 and 13 of the Company's 1997
Definitive Proxy materials, attached hereto as Exhibit 22.
15