CBRL Group, Inc. 8-K 04/25/07
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): April
25, 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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement
On
April
25, 2007, CBRL Group, Inc. notified the trustee of its outstanding Liquid Yield
Option Notes due 2032 (Zero Coupon - Senior ) (the “Existing Notes”) to send to
all holders of Existing Notes notice that the Existing Notes will be redeemed
on
June 4, 2007 (the “Redemption Date”). The trustee has been instructed to send
the redemption notice not later than May 4, 2007. As
a
result of the notice to holders of Existing Notes, the Existing Notes will
become due and payable on the Redemption Date. The Company will pay the
redemption price of the Existing Notes through a draw on its existing
delayed-draw term loan facility and cash on hand.
As
of
today, there are $422,030,000 in principal amount at maturity of Existing Notes
outstanding and the aggregate redemption price (based upon a price of $477.41
per $1,000 in principal amount at maturity) will be approximately $201,482,436
million, assuming that no holders of Existing Notes either convert their notes
into common stock or exchange Existing Notes pursuant to the Company’s pending
exchange offer. At any time up to two business days prior to the Redemption
Date, holders of Existing Notes can convert Existing Notes into the Company’s
common stock at the rate of 10.8485 shares of common stock per $1,000 in
principal amount at maturity of Existing Notes. Also, at any time prior to
5:00
p.m. on April 30, 2007, holders of Existing Notes can exchange all or a portion
of their Existing Notes for an equal amount of a new issue of Zero Coupon Senior
Convertible Notes due 2032 plus an exchange fee.
Item
7.01. Regulation FD Disclosure.
On
April
25, 2007, 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, as described in Item 2.04 above, that it had instructed the trustee
of the Existing Notes to notify the holders of Existing Notes that the Existing
Notes will be redeemed on June 4, 2007
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
99.1
Press
Release dated April 25, 2007 re Existing Note redemption
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:
April 25, 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
Number Description
99.1 Press
Release dated April 25, 2007 re Existing Note redemption