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
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Date of Report: December 11, 1998
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CRACKER BARREL OLD COUNTRY STORE, INC
Tennessee
(State of Incorporation)
0-7536 62-0812904
(Commission File No.) (IRS Employer Identification No.)
305 Hartmann Drive, Lebanon, Tennessee 37087
(Address of Principal Executive Offices) (Zip Code)
_________
Registrant's telephone number, including area code:
(615) 444-5533
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Item 5. Other Events.
The registrant, at its option, reports the following
information which is not otherwise called for by this form, that
the registrant deems may be of importance to security holders:
On December 11, 1998, the registrant announced an
agreement to purchase all of the issued and
outstanding capital stock of Logan's Roadhouse,
Inc. The full text of the registrant's press
release is attached as Exhibit 1.
Item 7. Financial Statements and Exhibits.
(c) Exhibit
(99) Press Release dated December 11, 1998 - CBRL Group,
Inc. To Acquire Logan's Roadhouse, Inc.
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 hereunto duly authorized.
CRACKER BARREL OLD COUNTRY STORE, INC.
(Registrant)
Date: December 16, 1998 By: /s/James F. Blackstock
_________________ ______________________________
James F. Blackstock
VP, General Counsel, Secretary
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CBRL to Acquire RDHS
Page 1
December 11, 1998
Contact: Michael A. Woodhouse
Chief Financial Officer
CBRL Group, Inc.
CBRL GROUP, INC. TO ACQUIRE LOGAN'S ROADHOUSE
LEBANON, Tenn. (December 11, 1998) Jointly, CBRL Group,
Inc. (Nasdaq/ NM: CBRL), which will be the parent company of
Cracker Barrel Old Country Store, Inc. following completion
of its reorganization into a holding company structure at
December 31, 1998, and Logan's Roadhouse, Inc. (Nasdaq/NM:
RDHS) today announced the execution of a definitive merger
agreement for the acquisition of Logan's Roadhouse, Inc. by
CBRL Group, Inc. Logan's Roadhouse, with headquarters in
Nashville, Tennessee, operates 41 company-owned and 4
franchised Logan's Roadhouse restaurants in 12 states,
which feature steaks, ribs, chicken, and seafood dishes in a
distinctive atmosphere reminiscent of an American roadhouse.
Under the terms of the agreement, CBRL Group will
purchase all of the outstanding shares of Logan Roadhouse
common stock for cash of $24 per share, or a total purchase
price of approximately $179 million. The purchase price
will be funded by a combination of cash and an increase in
CBRL Group's bank lines of credit. The acquisition is
expected to be neutral to CBRL Group's earnings in fiscal
1999 and accretive in fiscal 2000. The transaction is
subject to usual and customary closing conditions, including
approval by the shareholders of Logan's Roadhouse and is
expected to close on or before March 1, 1999.
Commenting on the announcement, Dan W. Evins, chairman
and chief executive officer of CBRL Group, Inc., said,
"Logan's Roadhouse adds a third restaurant concept to our
new holding company structure. The other concepts are
Cracker Barrel Old Country Store and Carmine Giardini's
Gourmet Market and La Trattoria Ristorante. As with our
other concepts, we intend to operate Logan's Roadhouse as a
separate company. The acquisition of Logan's Roadhouse is
consistent with our plans to grow by expanding our existing
concepts as well as by acquisitions.
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"Logan's Roadhouse has an excellent management team led
by Ted Moats, who will remain as president and chief
operating officer of Logan's Roadhouse. Ted has built an
exceptional restaurant concept that focuses on high-quality
food served in a casual and entertaining environment,
delivers excellent unit economics, and provides an excellent
price-to-value relationship for its guests. We believe
Logan's Roadhouse will fit well with our Cracker Barrel and
Carmine's concepts."
Edwin W. Moats, Jr., president and chief executive
officer of Logan's Roadhouse, Inc., said, "We are very
pleased to join such an outstanding organization as CBRL
Group and are excited by the opportunity to continue to grow
the Logan's Roadhouse system. Under the holding company
structure, we will have the opportunity to operate as a
separate company and continue to focus directly on growing
the Logan's Roadhouse concept, while at the same time have
the advantages of being part of a larger organization. We
believe that through this transaction, we will continue to
provide our employees the most rewarding work environment
and, through them, to consistently enhance the quality of
the "Logan's Roadhouse experience" for each of our guests."
Except for specific historical information, the matters
discussed in this press release are 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 373 Cracker Barrel Old Country
Stores 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.
Logan's Roadhouse, Inc. operates 41 Company-owned and 4
franchised Logan's Roadhouse restaurants in 12 states,
which feature steaks, ribs, chicken, and seafood dishes in a
distinctive atmosphere reminiscent of an American roadhouse.
The Logan's Roadhouse menu is designed to attract a broad
range of customers by offering generous portions of
moderately priced, high quality food which appeals to a wide
variety of tastes. The restaurants offer a casual and
entertaining dining environment, are open seven days a week
for lunch and dinner and provide full bar service.
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