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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CBRL GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1749513
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(State of Incorporation or Organization (I.R.S. Employer
Identification No.)
305 Hartmann Drive, Lebanon, Tennessee 37087
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. [ ] box. [X]
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Securities Act registration statement to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is
------------------- to be so registered
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NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock purchase rights
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(Title of Class)
Page 1 of 36 pages
Exhibit Index - page 7
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On September 7, 1999, the Board of Directors of CBRL Group, Inc., a
Tennessee corporation (the "Company"), authorized and declared a dividend
distribution of one right (each a "Right" and collectively, the "Rights") for
each share of common stock of the Company, $0.01 par value (the "Common
Stock"), outstanding at the close of business on September 27, 1999 (the
"Record Date"). In addition, the Company has authorized the issuance of one
Right with respect to each share of Common Stock that becomes outstanding
between the Record Date and the earlier of the Distribution Date or the
Expiration Date (as such terms are hereafter defined) or the date, if any, on
which the Rights are redeemed.
When exercisable, each Right entitles the registered holder, from the
Distribution Date (as hereinafter defined) until August 31, 2009 or the
earlier redemption or exchange of the Rights, to purchase from the Company
one share of Common Stock for $65.00 (the "Purchase Exercise Price"), subject
to certain adjustments. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement"), dated as of September
7, 1999 between the Company and SunTrust Bank, Atlanta (the "Rights Agent"),
the Rights Agent appointed by the Company. The Rights Agreement specifying
the terms of the Rights is filed as an exhibit hereto. The terms of the
Rights are summarized below and the following description of the Rights is
qualified in its entirety by reference to the Rights Agreement. Capitalized
terms used in the description have the meanings ascribed to such terms in the
Rights Agreement.
The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier of the following dates (either, the
"Distribution Date"):
(1) the tenth business day (or such later date as the Board of
Directors of the Company may from time to time fix by
resolution adopted prior to the Distribution Date that would
otherwise have occurred) after the date on which any Person
commences a tender or exchange offer which, if consummated,
would result in such Person's Beneficially Owning 30% or more
of the outstanding Common Stock, or
(2) the "Flip-in Date," which is the tenth business day after
the first date of public announcement by the Company that a
Person has become an Acquiring Person (as defined below),
other than as a result of a Flip-over Transaction (as
defined below) (or such earlier or later date as the Board of
Directors of the Company may fix from time to time by
resolution adopted prior to the Flip-in Date that otherwise
would have occurred).
If, however, a tender or exchange offer referred to in clause (1) above
is cancelled, terminated or otherwise withdrawn prior to the Distribution
Date without the purchase of any shares of stock pursuant thereto, such offer
shall be deemed never to have been made.
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An "Acquiring Person" is any Person having Beneficial Ownership of 15% or
more of the outstanding shares of Common Stock. The term provides, for
purposes of the Rights, that any Acquiring Person and its Affiliates and
Associates be counted together as a single Person.
The term "Acquiring Person," however, does not include:
(1) the Company, any wholly-owned subsidiary of the Company or
any employee stock ownership or other employee benefit plan
of the Company or a wholly-owned subsidiary of the Company,
(2) any person who is the Beneficial Owner of 15% or more of the
outstanding Common Stock as of the date of the Rights
Agreement or who becomes the Beneficial Owner of 15% or more
of the outstanding Common Stock solely as a result of an
acquisition of Common Stock by the Company, until such time
as such Person acquires additional Common Stock, other than
through a dividend or stock split,
(3) any Person who, within 5 Business Days of being notified by
the Company of its status as an Acquiring Person, certifies
to the Company that the Person acquired Beneficial Ownership
of 15% or more of the Common Stock inadvertently or without
knowledge of the Rights Agreement, and without any intention
to affect control of the Company, and the certification is
determined by a majority of the Company's Board of Directors
to have been made in good faith, if that Person divests as
promptly as practicable (but in no event more than 30
calendar days following the certification) a sufficient
number of shares of Common Stock so that the Person then
Beneficially Owns less than 15% of the outstanding Common
Stock, or
(4) any Person who Beneficially Owns shares of Common Stock
consisting solely of: (a) shares acquired pursuant to the
grant or exercise of an option granted by the Company in
connection with an agreement to merge with, or acquire, the
Company at a time at which there is no Acquiring Person, (b)
shares owned by such Person and its Affiliates and
Associates at the time of such grant and (c) shares,
amounting to less than 1% of the outstanding Common Stock,
acquired by Affiliates and Associates of such Person after
the time of such grant.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Common Stock
certificates issued prior to the Distribution Date shall evidence one Right
for each share of Common Stock represented thereby and shall contain a legend
incorporating by reference the terms of the Rights Agreement (as such may be
amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding on or prior to September 27, 1999 also shall evidence one Right
for each share of Common Stock evidenced thereby. Promptly following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common Stock at the
Distribution Date.
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The Rights are not exercisable until the Business Day following the
Distribution Date. The Rights expire on the earliest of the following dates
(in any such case, the "Expiration Time"):
(1) the Exchange Time (as defined below),
(2) the close of business on August 31, 2009,
(3) the date on which the Rights are redeemed as described below,
and
(4) upon the merger of the Company into another corporation
pursuant to an agreement entered into when there is no
Acquiring Person.
The Purchase Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the Rights,
are subject to adjustment from time to time to prevent dilution in the event
of a Common Stock dividend on, or a subdivision or a combination into a
smaller number of shares of, Common Stock, or the issuance or distribution of
any securities or assets in respect of, in lieu of or in exchange for Common
Stock.
In the event that, prior to the Expiration Time, a Flip-in Date occurs,
the Company must take such action as is necessary to ensure and provide that
each Right (other than Rights Beneficially Owned by the Acquiring Person or
any Affiliate or Associate thereof, which Rights shall become void) shall
constitute the right to purchase from the Company, upon the exercise thereof
in accordance with the terms of the Rights Agreement, that number of shares
of Common Stock of the Company having an aggregate Market Price, on the date
of the public announcement of an Acquiring Person's becoming such (the "Stock
Acquisition Date") that gave rise to the Flip-in Date, equal to twice the
Purchase Exercise Price for an amount in cash equal to the then current
Purchase Exercise Price.
In addition, to the extent not prohibited by applicable law, the Board
of Directors of the Company may, at its option, at any time after a Flip- in
Date, elect to exchange all (but not less than all) the then outstanding
Rights (other than Rights Beneficially Owned by the Acquiring Person or any
Affiliate or Associate thereof, which Rights become void), and if there shall
be insufficient authorized but unissued shares of Common Stock to permit the
exercise in full of the Rights, each Right shall automatically be exchanged
for shares of Common Stock at an exchange ratio of one share of Common Stock
per Right appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date of the Distribution Date (the
"Exchange Ratio"). Immediately upon such action by the Board of Directors
(the "Exchange Time"), the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive a number of
shares of Common Stock equal to the Exchange Ratio.
The Rights Agreement also requires certain actions by the Company in the
event that after an Acquiring Person exists and controls the Company's Board
of Directors, the Company enters
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into, consummates or permits to occur a transaction or series of transactions
in which any of the following, directly or indirectly, occurs (any such event
a "Flip-over Transaction"):
(1) the Company consolidates, merges or participates in a
binding share exchange with any other Person if any term of
or arrangement concerning the treatment of shares of capital
stock in such merger, consolidation or share exchange
relating to the Acquiring Person is not identical to the
terms and arrangements relating to other holders of Common
Stock or
(2) the Company sells or otherwise transfers (or one or more of
its subsidiaries sells or otherwise transfers) assets: (a)
aggregating more than 50% of the assets (measured by either
book value or fair market value); or (b) generating more
than 50% of the operating income or cash flow of the Company
and its subsidiaries (taken as a whole) to any other Person
(other than the Company or one or more of its wholly owned
subsidiaries) or to two or more such Persons which are
affiliated or otherwise acting in concert.
The Company must take such action as is necessary to ensure, and may not
enter into, consummate or permit to occur a Flip-over Transaction until it
has entered into a supplemental agreement with the Person engaging in the
Flip-over Transaction or the parent corporation of that Person (the "Flip-
over Entity"), for the benefit of the holders of the Rights, providing, that
upon consummation or occurrence of the Flip-over Transaction:
(1) each Right shall thereafter constitute the right to
purchase, for an amount in cash equal to the then current
Purchase Exercise Price, from the Flip-over Entity, upon
exercise of the Right in accordance with the terms of the
Rights Agreement, that number of shares of common stock of
the Flip-over Entity having an aggregate Market Price on the
date of consummation or occurrence of the Flip-over
Transaction equal to twice the Purchase Exercise Price; and
(2) the Flip-over Entity thereafter shall be liable for, and
shall assume, by virtue of the Flip-over Transaction and
such supplemental agreement, all the obligations and duties
of the Company pursuant to the Rights Agreement.
The Board of Directors of the Company may, at its option, at any time
prior to the close of business on the Flip-in Date, redeem all (but not less
than all) the then outstanding Rights at a price of $0.01 per Right (the
"Redemption Price"), as provided in the Rights Agreement. Immediately upon
the action of the Board of Directors of the Company to redeem the Rights,
without any further action and without any notice, the right to exercise the
Rights will terminate and each Right will thereafter represent only the right
to receive the Redemption Price in cash or securities, as determined by the
Company's Board of Directors, for each Right so held.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as stockholders of the Company, including, without
limitation, the right to vote or to receive dividends.
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ITEM 2. EXHIBITS.
Exhibit Description
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1 Rights Agreement, dated as of September 7, 1999, between
CBRL Group, Inc. and SunTrust Bank, Atlanta, which includes
as Exhibit A thereto the form of a Rights Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 8-A to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: September 21, 1999 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit Description Page No.
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1 Rights Agreement, dated as of September 7, 1999, 8
between CBRL Group, Inc. and SunTrust Bank, Atlanta,
which includes as Exhibit A thereto the form of a
Rights Certificate.