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): December 31, 1998
CBRL GROUP, INC.
(Exact name of Registrant as specified in its Charter)
Tennessee 0-25225 62-17495131
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
305 Hartmann Drive, Lebanon, Tennessee 37087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 444-5533
N/A
(Former name or former address, if changed since last report)<PAGE>
Item 5. Other Events
On November 24, 1998, the shareholders of Cracker Barrel Old Country
Store, Inc. (the "Company") approved the Plan of Merger whereby CBRL
Acquisition Corp., a wholly-owned subsidiary of the Company, would
be merged with and into the Company. The consideration for the
merger are shares of CBRL Group, Inc., also a wholly-owned
subsidiary of the Company, into which the outstanding shares of
common stock of the Company are to be converted. The purpose of the
merger is to create a holding company structure within which the
Company's business will be conducted as a wholly-owned subsidiary of
CBRL Group, Inc. At the effective date of the merger, each one $.50
par value share of Company common stock was converted by operation
of law into one share of $.01 par value common stock of CBRL Group,
Inc. All shareholders of the Company became shareholders of CBRL
Group, Inc. and retained the same percentage of ownership of CBRL
Group, Inc. common stock as each shareholder held of the Company's
common stock. The surviving company in the merger is the Company,
which is now a wholly-owned subsidiary of CBRL Group, Inc. The
Company's business following the merger remains unchanged with the
same management and employees. Following the merger, the common
stock of CBRL Group, Inc. became the security traded
over-the-counter and quoted on the Nasdaq National Market under the
same symbol, "CBRL", as the Company used prior to the merger. The
merger was consummated with the filing of the Articles of Merger
with the Tennessee Secretary of State on December 31, 1998. The
switch to CBRL Group, Inc. as the public company on the Nasdaq
National Market became effective as of the close of business on
December 31, 1998.
(c) Exhibits
Exhibit No. Description Page
2 Plan of Merger dated *
October 9, 1998 by and among
CBRL Acquisition Corp., Inc.,
Cracker Barrel Old Country
Store, Inc. and CBRL Group, Inc.
99 Press Release dated December
31, 1998
________________________
* Incorporated by reference to CBRL Group, Inc.'s Registration
Statement on Form S-4, Registration No. 333-62469 declared effective
by the Securities and Exchange Commission on October 14, 1998.
<PAGE>
SIGNATURES
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 thereunto duly authorized.
CBRL GROUP, INC.
Date: January 14, 1999 By: /s/ James F. Blackstock
James F. Blackstock
Vice President, General
Counsel and Secretary
<PAGE>
Exhibit 99
NEWS RELEASE
CRACKER BARREL OLD COUNTRY STORE
P.O. Box 787, 305 Hartmann Drive
Lebanon, TN 37088-0787
Contact: Michael A. Woodhouse
Chief Financial Officer
CBRL Group, Inc.
CBRL GROUP, INC. COMPLETES REORGANIZATION
INTO A HOLDING COMPANY
LEBANON, Tenn. (January 4, 1999) - CBRL Group, Inc. (Nasdaq/NM:
CBRL) today announced the completion of its reorganization into a
holding company structure. CBRL Group, Inc. is now the parent
company of Cracker Barrel Old Country Store, Inc., and through it,
Carmine Giardini's Gourmet Market and La Trattoria Ristorante (TM).
CBRL Group, Inc. has also executed a definitive agreement to acquire
Logan's Roadhouse, Inc. (Nasdaq/NM:RDHS) which was previously
announced on December 11, 1998. In connection with establishment of
the holding company, CBRL Group noted that there was no need to
exchange existing shares of Cracker Barrel Old Country Store, Inc.
The existing shares transform by operation of law into shares of
CBRL Group, Inc.
Except for specific historical information, the matters discussed in
this press release forward-looking statements that involve risks,
uncertainties and other factors which may cause actual results and
performance of the CBRL Group (the "Company") to differ materially
from those expressed or implied by such statements. Factors which
will affect actual results include, but are not limited to: the
availability and costs of acceptable sites for development; the
ability of the Company to recruit and train restaurant personnel in
its concepts expansion locations; the acceptance of the Company's
concepts as the Company's concepts continue to expand into new
geographic regions; continued successful acquisition of additional
concepts to expand; continued successful development of new and
regional menu items; changes in or implementation of additional
governmental rules and regulations; appropriate resolution of Year
2000 issues; and other factors described from time to time in the
Company's filings with the Securities and Exchange Commission, press
releases and other communications.
Headquartered in Lebanon, Tennessee, CBRL Group, currently operates
two Carmine Giardini's Gourmet Markets located in Florida and 376
Cracker Barrel Old Country Store (R) locations in Tennessee,
Florida, Georgia, Texas, Ohio, North Carolina, Illinois, Indiana,
Alabama, Kentucky, Michigan, Virginia, Missouri, South Carolina,
Pennsylvania, Mississippi, Arizona, Louisiana, New York, West
Virginia, Kansas, Oklahoma, Arkansas, Colorado, Wisconsin, Iowa,
Minnesota, New Mexico, Utah, Maryland, Nebraska, New Jersey,
Connecticut, Idaho, Massachusetts, and Montana.
