0001193125-11-255398.txt : 20110923 0001193125-11-255398.hdr.sgml : 20110923 20110923170924 ACCESSION NUMBER: 0001193125-11-255398 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110923 DATE AS OF CHANGE: 20110923 EFFECTIVENESS DATE: 20110923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRACKER BARREL OLD COUNTRY STORE, INC CENTRAL INDEX KEY: 0001067294 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 621749513 STATE OF INCORPORATION: TN FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-25225 FILM NUMBER: 111105760 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 FORMER COMPANY: FORMER CONFORMED NAME: CBRL GROUP INC DATE OF NAME CHANGE: 19980730 DEFA14A 1 d236093ddefa14a.htm SOLICITING MATERIAL Soliciting Material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934

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Cracker Barrel Old Country Store, Inc.

 

 

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The following is the text of a voicemail delivered by Michael A. Woodhouse, Executive Chairman of the Board of Directors of Cracker Barrel Old Country Store, Inc., to field management and home office employees on September 23, 2011:

Hello, everyone. I thought you might have some questions about today’s news about the Shareholder Rights Plan that our Board of Directors adopted yesterday, so I’ll try to provide you with some context.

The rights plan is designed to deter a person or group from accumulating more than 10% of Cracker Barrel’s outstanding common shares, which could result in that person or group acquiring a significant block of stock or even a controlling position without paying a control premium to all shareholders.

The Board adopted the rights plan after Biglari Holdings, our largest shareholder, received clearance under the antitrust laws to acquire up to 49.99% of Cracker Barrel’s common stock.

The plan will terminate unless approved by our shareholders at our annual meeting in December.

We believe the action we’ve taken is in the best interests of all Cracker Barrel shareholders, the company and our employees.

As new developments take place regarding this situation, I’ll be in touch. You’ll likely be hearing more in the news as this moves forward, and some of it may be negative. Know that we are focused on achieving the best result for our company and our shareholders. And let me remind you that the very best thing you can do in a situation like this is to continue your outstanding performance for the company. Focusing on our guests, or on those who directly serve our guests, and increasing traffic and sales are the very best way that you can contribute. Thank you for doing your part.