SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K/A
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 (No Fee Required)
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from to
For fiscal year ended Commission file number
July 31, 1998 0-7536
____________________________
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0812904
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Hartmann Drive, P.O. Box 787 37088-0787
Lebanon, Tennessee (Zip code)
(Address of principal executive offices)
__________________
Registrant's telephone number, including area code:
(615)444-5533
_________________
Securities registered pursuant to Section 12(b) of the Act:
None
__________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Par Value $.50)
___________________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
The aggregate market value of voting stock held by nonaffiliates of
the registrant is $1,458,485,072 as of September 25, 1998.
62,432,731
(Number of shares of common stock outstanding as of September 25,
1998.)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Cracker Barrel Old Country Store,
Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/Dan W. Evins By:/s/Mattie H. Hankins
Dan W. Evins Mattie H. Hankins
CEO and Chairman of the Board Vice President & Controller
(Principal Executive Officer)
By: /s/Michael A. Woodhouse
Michael A. Woodhouse
Senior Vice President, Finance
(Principal Financial Officer)
Date: December 9, 1998
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.
/s/James C. Bradshaw, M.D. ______________________
James C. Bradshaw, M.D., Director Charles T. Lowe, Jr., Director
______________________________ /s/B.F. Lowery
Robert V. Dale, Director B. F. Lowery, Director
/s/Dan W. Evins /s/Ronald N. Magruder
Dan W. Evins, Director Ronald N. Magruder, Director
/s/Edgar W. Evins /s/ Gordon L. Miller
Edgar W. Evins, Director Gordon L. Miller, Director
/s/William D. Heydel ______________________________
William D. Heydel, Director Martha M. Mitchell, Director
____________________________ ______________________________
Robert C. Hilton, Director Jimmie D. White, Director
_____________________________ _____________________________
Charles E. Jones, Jr., Director
Item 14.
INDEX TO EXHIBITS
Exhibit
3(a) Charter (1)
3(b) Bylaws (2)
4(a) Note Agreement dated as of January 1, 1991, relating to
$30,000,000 of 9.53% Senior Notes (3)
10(a) Credit Agreement dated February 18, 1997, relating to the
$50,000,000 Term Loan and the $75,000,000 Revolving Credit and
Letter of Credit Facility (4)
10(b) Lease dated August 27, 1981 for lease of Clarksville,
Tennessee, and Macon, Georgia, stores between B. F. Lowery, general
counsel and a director, and the Company (5)
10(c) The Company's Incentive Stock Option Plan of 1982, as amended
(6)
10(d) The Company's 1987 Stock Option Plan, as amended (1)
10(e) The Company's Amended and Restated Stock Option Plan (7)
10(f) The Company's Non-Employee Director's Stock Option Plan, as
amended (8)
10(g) The Company's Executive Employment Agreement for Dan W.
Evins(6)
10(h) The Company's Non-Qualified Savings Plan, effective 1/1/96, as
amended (7)
10(i) The Company's Deferred Compensation Plan, effective 1/1/94 (7)
10(j) Executive Employment Agreement for Ronald N. Magruder dated
7/5/95 (9)
10(k) Executive Employment Agreement for Michael A. Woodhouse dated
11/15/95 (9)
13 Pertinent portions, incorporated by reference herein, of the
Company's 1998 Annual Report to Shareholders (11)
21 Subsidiaries of the Registrant (11)
22 Definitive Proxy Materials (10)
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule (11)
(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 under the Securities Act of 1933 (File No.
33-45482).
(2) Incorporated by reference to the Company's Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the fiscal year
ended July 28, 1995. (File No. 0-7536).
(3) Incorporated by reference to the Company's Registration
Statement on Form S-3 under the Securities Act of 1933 (File No.
33-38989).
(4) Incorporated by reference to the Company's Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the fiscal year
ended August 1, 1997 (File No. 0-7536).
(5) Incorporated by reference to the Company's Registration
Statement on Form S-7 under the Securities Act of 1933 (File No.
2-74266).
(6) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the fiscal
year ended July 28, 1989 (File No. 0-7536).
(7) Incorporated by reference to the Company's Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the fiscal year
ended August 2, 1996 (File No. 0-7536).
(8) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the fiscal
year ended August 2, 1991 (File No. 0-7536).
(9) Incorporated by reference to Exhibits 10.2 and 10.3 to the
Executive Employment Agreement section, page 39 of the Company's
Registration Statement on Form S-4, Amendment No. 1, filed with the
Commission on October 5, 1998 (File No. 333-62469)1998 Definitive
Proxy materials.
(10) Incorporated by reference to the Company's Registration
Statement on Form S-4, Amendment No. 1 containing the 1998
Definitive Proxy materials, filed with the Commission on October 5,
1998 (File No. 333-62469).
(11) Previously provided on Form 10-K.
Exhibit 23.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement Nos. 2-86602, 33-15775, 33-37567, 33-45482 and 333-01465
of Cracker Barrel Old Country Store, Inc. on Form S-8, Registration
Statement No. 33-59582 on Form S-3 and Registration Statement No.
333-62469 on Form S-4 of our report dated September 9, 1998,
incorporated by reference in the Annual Report on Form 10-K of
Cracker Barrel Old Country Store, Inc. for the year ended July 31,
1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
October 21, 1998
