cbrlgroupinc8ksep172007.htm
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 17,
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
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On
September 17, 2007, CBRL Group,
Inc. (the “Company”) and Lawrence E. White entered into an Agreement dated as of
September 17, 2007 (the “White Agreement”) pursuant to which Mr. White will
retire and resign, effective as of February 1, 2008 (the “Employment Termination
Date”), as Senior Vice President and Chief Financial Officer of the
Company. The following summary of the material terms of the White
Agreement is qualified in its entirety by reference to the full text of the
White Agreement, a copy of which is attached to this Current Report on Form
8-K
as Exhibit 99.1 and incorporated by reference into this Item. The
White Agreement provides that (1) for a period of time from the Employment
Termination Date through August 15, 2009 (the “Consulting Term”), Mr. White will
serve as a consultant to the Company, for which the Company will pay to Mr.
White $619,437 in the aggregate over the Consulting Term; (2) any bonus earned
under the CBRL FY2008 Annual Bonus Plan and any award that might be earned
under
the CBRL Long Term Performance Plan will be prorated through the Employment
Termination Date; (3) through the Consulting Term: (a) additional options to
purchase 8,900 shares of CBRL common stock will vest and become exercisable,
(b)
15,000 restricted shares of CBRL common stock will vest on August 2, 2009 and
will be distributed, along with any accrued dividends, (c) 3,934 restricted
shares of CBRL common stock will vest on August 1, 2008 and will be distributed,
along with any accrued dividends, and (d) 7,618 restricted shares of CBRL common
stock will vest on July 31, 2009 and will be distributed, along with any accrued
dividends; and (4) the Company will continue to provide all group health and
life insurance benefits for Mr. White and his dependents at the same level
as
for other senior level executives of the Company until the earlier of the end
of
the Consulting Term or Mr. White’s obtaining other employment at which he
receives health insurance benefits.
The
White Agreement also contains
non-disparagement, non-competition, non-solicitation and confidentiality
provisions as well as a standstill agreement by Mr. White. Upon the
Employment Termination Date, Mr. White is also to execute and deliver a release
of all claims that he might have against the Company.
Item
7.01. Regulation FD Disclosure.
The
information set forth in Item 5.02
above is incorporated by reference as if fully set forth herein.
On
September 20, 2007, the Company
issued the press release that is furnished as Exhibit 99.2 to this Current
Report on Form 8-K and that is incorporated by reference into this Item
announcing that its Board of Directors had declared a quarterly dividend of
$0.18 per share payable on November 5, 2007 to shareholders of record on October
19, 2007 and also had authorized the repurchase of up to 1,000,000 shares of
the
Company’s outstanding shares of common stock.
Item
9.01. Financial Statements and Exhibits.
See
Exhibit Index immediately following signature page.
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 20, 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
No. Description
99.1
|
Agreement
dated September 17, 2007 between the Company and Lawrence E.
White
|
99.2
|
Press
Release issued by CBRL Group, Inc. dated September 20, 2007 re: dividend
and share repurchase
|