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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): January 28, 2005
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
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(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.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
CBRL Group, Inc. (the "Company") has entered into a Fourth Supplement to
Indenture dated as of January 28, 2005 (the "Supplemental Indenture"), which is
an amendment to that certain Indenture dated as of April 3, 2002 among the
Company, the subsidiary guarantors parties thereto and Wachovia Bank, National
Association, as trustee (as it may have been previously amended, supplemented or
amended and restated) (the "Existing Indenture"). Wachovia Bank, National
Association, as trustee, is also a party to the Supplemental Indenture. The
Existing Indenture is filed as Exhibit 4.2 to the Company's Form 10-Q for the
quarterly period ended May 3, 2002.
In the Supplemental Indenture, the Company is foregoing its ability to pay
the purchase price of the Liquid Yield Option(TM) Notes due 2032 (Zero
Coupon-Senior), as amended or supplemented from time to time, issued under the
Existing Indenture (the "Securities"), in shares of the Company's common stock
in the event of a repurchase of the Securities at the option of the holder
pursuant to Section 3.08 of the Existing Indenture. After the amendment effected
by the Supplemental Indenture, the Company may pay that purchase price only in
cash.
The Supplemental Indenture is filed as Exhibit 99 to 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 Fourth Supplement to Indenture dated as of January 28, 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: February 2, 2005 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary