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): September 28, 2004
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Dan W. Evins, Chairman of the Board of CBRL Group, Inc. (the "Company")
notified the Company on September 23, 2004 of his decision not to stand for
re-election to the Company's Board of Directors (the "Board") on November 23,
2004.
At the time of Mr. Evins notification, the Board, effective November 23,
2004, elected Michael A. Woodhouse, current President and Chief Executive
Officer of the Company, to the position of Chairman.
A press release announcing these events was issued by the Company on
September 28, 2004. See Section 7.01 below.
Item 7.01. Regulation FD Disclosure.
On September 28, 2004, the Company issued a press release, which is
furnished hereto as Exhibit 99.1 and incorporated by reference as if fully set
forth herein, announcing that its Board has elected its current President and
Chief Executive Officer, Michael A. Woodhouse, as its Chairman of the Board,
effective November 23, 2004. The Board of Directors, effective immediately, has
also elected current Board member Robert V. Dale as its lead independent
director.
On September 28, 2004, the Company issued a press release, which is
furnished hereto as Exhibit 99.2 and incorporated by reference as if fully set
forth herein, reporting September sales and updating earnings guidance for its
first fiscal quarter of 2005.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99.1 Press Release issued by CBRL Group, Inc. dated September 28, 2004
announcing appointment of Chairman of the Board.
99.2 Press Release issued by CBRL Group, Inc. dated September 28, 2004
reporting sales trends and earnings guidance.
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 28, 2004 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary