-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FPZBToriHYD3DJe9ZGFPrrutUOwkXlgLVhVWvTGse6HKrtTuDH/OTRlhEi8kLaul Mt+Y9k2/3/xbnt1SnQfTnw== 0001005794-05-000676.txt : 20050816 0001005794-05-000676.hdr.sgml : 20050816 20050816100525 ACCESSION NUMBER: 0001005794-05-000676 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050816 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBRL GROUP INC CENTRAL INDEX KEY: 0001067294 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 621749513 STATE OF INCORPORATION: TN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25225 FILM NUMBER: 051029261 BUSINESS ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 370880787 BUSINESS PHONE: 6154439217 MAIL ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 37087 8-K 1 form8k.txt FORM 8-K 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): August 13, 2005 ----------------------- 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 On August 16, 2005, CBRL Group, Inc. (the "Company") issued a press release, which is filed hereto as Exhibit 99 and incorporated by reference as if fully set forth herein, announcing that Erik Vonk has been elected to its Board of Directors effective immediately. Mr. Vonk, who was elected to the Board on August 13, 2005, has not yet been appointed to any committees of the Board. There are no arrangements or understandings between Mr. Vonk and any other persons pursuant to which he was selected as a director of the Company. Mr. Vonk has not been a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K. 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 August 16, 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: August 16, 2005 CBRL GROUP, INC. By: /s/ N.B. Forrest Shoaf -------------------------------- Name: N.B. Forrest Shoaf Title: Senior Vice President, Secretary and General Counsel EX-99 2 pressrelease.txt PRESS RELEASE [Logo of CBRL Group, Inc.] Post Office Box 787 Lebanon, Tennessee 37088-0787 Phone 615.443.9869 - -------------------------------------------------------------------------------- CBRL Group, Inc. - -------------------------------------------------------------------------------- Contact: Julie K. Davis (615) 443-9266 CBRL GROUP, INC. ELECTS ERIK VONK TO BOARD OF DIRECTORS LEBANON, Tenn. (August 16, 2005) - CBRL Group, Inc. (Nasdaq: CBRL) today announced the election of Erik Vonk to its Board of Directors as an independent director, effective immediately. Mr. Vonk is Chairman & CEO of Gevity HR, Inc. (Nasdaq: GVHR). He was appointed to these positions in 2002. He has led Gevity's successful transformation from a Professional Employer Organization into a leader in the HR outsourcing industry. During this time, the company accelerated its profitability and experienced a fivefold increase in its stock price. Before joining Gevity, Mr. Vonk served as a member of the executive board of Randstad Holding NV, the third largest flexible staffing company in the world. He was President & CEO of Randstad North America, based in Atlanta GA. During his tenure at Randstad North America, Mr. Vonk started the company's North American operations and built it into a profitable organization with $1.5 billion in revenues. Mr. Vonk also has extensive experience in the banking industry. He was a member of the executive board of Bank Cantrade AG and held senior management positions at Chase Manhattan Bank and ABN-AMRO Bank. Michael A. Woodhouse, Chairman, President & CEO of CBRL Group, Inc., commented, "It is a pleasure to welcome Erik Vonk to our Board of Directors. His intelligent and thoughtful approach to building businesses and dealing with the challenges of managing human resources in today's environment will be helpful as we pursue our goal of consistent and sustained growth in revenues and profitability." Headquartered in Lebanon, Tennessee, CBRL Group, Inc. operates 533 Cracker Barrel Old Country Store restaurants and gift shops located in 41 states and 126 company-operated and 23 franchised Logan's Roadhouse restaurants in 19 states. Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of CBRL Group, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe," "potential" or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. Factors which could materially affect actual results include, but are not limited to: the effects of uncertain consumer confidence or general or regional economic weakness on sales and customer travel activity; the ability of the Company to identify, acquire and sell successful new lines of retail merchandise and to successfully introduce new restaurant offerings and menu changes; the effects of plans intended to improve operational execution and performance; competitive marketing and operational initiatives; the effects of increased competition at Company locations on sales and on labor recruiting, cost, and retention; the availability and cost of acceptable sites for development and the Company's ability to identify such sites; workers' compensation, group health, facilities, utility and commodity price changes; changes in foreign exchange rates affecting the Company's future retail inventory purchases; increases in construction costs; consumer behavior based on concerns over nutritional or safety aspects of the Company's products or restaurant food in general; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting accounting, tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas; practical or psychological effects of terrorist acts or war and military or government responses; the ability of and cost to the Company to recruit, train, and retain qualified restaurant hourly and management employees; disruptions to the company's restaurant or retail supply chains; the actual results of pending or threatened litigation or governmental investigations and the costs and effects of negative publicity associated with these activities; changes in accounting principles generally accepted in the United States of America or changes in capital market conditions that could affect valuations of restaurant companies in general or the Company's goodwill in particular; changes in interest rates affecting the Company's financing costs; and other factors described from time to time in the Company's filings with the SEC, press releases, and other communications. ### -----END PRIVACY-ENHANCED MESSAGE-----