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): May
30, 2007
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 240.13e-4(c))
Item
1.02. Termination of a
Material Definitive Agreement.
Reference
is made to the Indenture, dated as of April 3, 2002 (the “Lyons Indenture”),
among CBRL Group, Inc. (the “Company”), the guarantors named therein and U.S.
Bank, National Association, as trustee, successor to Wachovia Bank, National
Association, as trustee (filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended May 3, 2002 and incorporated herein
by this reference), as amended by the first amendment, dated as of June 19,
2002
(filed as an exhibit to Amendment No. 1 to the Company’s Annual Report on Form
10-K/A for the fiscal year ended July 30, 2004 and incorporated herein by this
reference), as further amended by the second amendment, dated as of July 30,
2004 (filed as an exhibit to Amendment No. 1 to the Company’s Annual Report on
Form 10-K/A for the fiscal year ended July 30, 2004 and incorporated herein
by
this reference), as further amended by the third amendment, dated as of December
31, 2004 (incorporated by filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q the quarterly period ended January 28, 2005 and incorporated herein
by this reference), and as further amended by the fourth amendment, dated as
of
January 28, 2005 (filed as an exhibit to the Company’s Current Report on Form
8-K under the Exchange Act filed on February 2, 2005 and incorporated herein
by
this reference) (the Lyon’s Indenture, as so amended, the “Old Note Indenture”)
relating to the Company’s Liquid Yield Option Notes due 2032 (Zero
Coupon—Senior) (the “Old Notes”).
Reference
is also made to the Indenture, dated as of May 1, 2007 among the
Company, the guarantors named therein and Regions Bank, as trustee (filed as
Exhibit 99.2 to this the Company’s Current Report on Form 8-K.under the Exchange
Act filed on May 2, 2007 and incorporated herein by this reference) (the “New
Note Indenture”) relating to the Company’s Zero Coupon Senior Convertible Notes
due 2032 (the “New Notes”).
On
June
4, 2007 both the Old Notes and the New Notes were redeemed. As a result of
those
redemptions, both the Old Note Indenture and the New Note Indenture have been
terminated.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information with respect to the Company’s Credit Agreement and Delayed Draw Term
Facility set forth in Item 1.01 of the Company’s Current Report on Form 8-K
dated April 27, 2006 and filed on May 3, 2006 is incorporated herein by
reference. On May 4, 2007, the Company notified the Lenders under the Credit
Agreement that it was borrowing $100 million. Those borrowings were incurred
to
finance, in part, the redemption of the Old Notes and the New Notes described
above in Item 1.01 of this Current Report on Form 8-K, which is incorporated
herein by reference and the repurchase of shares of the Company’s common stock
that will be issued upon conversion of the Old Notes and the New Notes.
Item
7.01. Regulation FD
Disclosure.
On
June
5, 2007, the Company issued a press release, which is incorporated herein as
Exhibit 99.3, announcing, as described in Item 2.04 above, that it had completed
the redemption and of the Old Notes and the New Notes on June 4,
2007.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release dated June 5, 2007 re note redemption.
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: June
5,
2007 |
CBRL
GROUP, INC. |
|
|
|
|
|
|
By: |
/s/ N.B. Forrest
Shoaf |
|
|
Name: |
N.B. Forrest Shoaf |
|
|
Title: |
Senior Vice President, Secretary |
|
|
|
and General Counsel |
|
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
|
|
|
|
99.1 |
|
Press Release dated June
5, 2007
re note redemption. |
5