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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): April 5, 2005
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
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(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 April 5, 2005 CBRL Group, Inc. (the "Company") announced that it had
elected N.B. Forrest Shoaf as Senior Vice President, Secretary and General
Counsel. Mr. Shoaf will receive an annual salary of $300,000 and an annual
target bonus (based upon targets relating to net income, revenue growth and
margin improvement) in the amount of 80% of his base salary. Mr. Shoaf also will
receive a long-term incentive target award (based upon targets relating to
revenue growth and return on capital) in the amount of 100% of his base salary,
which consists of an annual stock option grant and combination payment of stock
and cash under the Company's Mid-Term Incentive and Retention Plan, that vests
at the end of fiscal year 2007. Mr. Shoaf, upon commencement of his duties with
the Company on April 11, 2005, will receive a restricted stock grant of 7,000
shares, which vest 60% at the end of three years, 20% at the end of four years
and 20% at the end of five years. He also will receive a stock option grant of
7,000 shares, which vest over a three year period. As an officer, Mr. Shoaf will
be eligible to participate in the Company's benefit programs that are available
to other senior executives.
Item 7.01. Regulation FD Disclosure.
On April 6, 2005, the Company issued a press release, which is furnished
hereto as Exhibit 99 and incorporated by reference as if fully set forth herein,
announcing that N.B. Forrest Shoaf has been elected Senior Vice President,
Secretary and General Counsel.
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 April 6, 2005
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: April 7, 2005 CBRL GROUP, INC.
By: /s/ Lawrence E. White
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Name: Lawrence E. White
Title: Senior Vice President, Finance and
Chief Financial Officer