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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):
February 10, 1999 (February 8, 1999)
LOGAN'S ROADHOUSE, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-26400 62-1602074
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) Number)
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
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(Address of principal executive offices) (zip code)
(615) 885-9056
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(Registrant's telephone number, including area code)
Not applicable
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(former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 8, 1999, Logan's Roadhouse, Inc., a Tennessee corporation
(the "Company"), issued a press release announcing that the Agreement and Plan
of Merger, dated December 10, 1998 (the "Merger Agreement"), among CBRL Group,
Inc. ("CBRL"), Cracker Barrel Old Country Store, Inc. ("Cracker Barrel"), LRI
Merger Corporation ("LRI") and the Company, has been amended to provide, among
other things, that the closing of the merger will be set for February 16, 1999.
The Company also announced that an agreement in principle to settle previously
announced litigation regarding the merger had been reached.
The amendment to the Merger Agreement and the press release announcing
the amendment and the agreement in principle to settle the litigation are
attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
None Required.
(b) Pro Forma Financial Information.
None Required.
(c) Exhibits.
99.1 Amendment to Agreement and Plan of Merger, dated February
8, 1999, by and among the Company, CBRL, Cracker Barrel
and LRI.
99.2 Form of press release issued by Logan's Roadhouse, Inc.
in connection with the above-referenced transaction and
litigation.
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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.
LOGAN'S ROADHOUSE, INC.
By: /s/ DAVID J. McDANIEL
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David J. McDaniel
Senior Vice President of Finance,
Chief Financial Officer, Secretary
and Treasurer
Date: February 9, 1999
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Exhibit 99.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT, dated February 8, 1999 (this "Amendment"), is an
Amendment to the Agreement and Plan of Merger, dated as of December 10, 1998
(the "Agreement"), by and among Logan's Roadhouse, Inc., a Tennessee corporation
(the "Company"), CBRL Group, Inc., a Tennessee corporation ("CBRL"), Cracker
Barrel Old Country Store, Inc., a Tennessee corporation ("Cracker Barrel") and
LRI Merger Corporation, a Tennessee corporation ("LRI").
WHEREAS, the parties have entered into the Agreement;
WHEREAS, the Company is a party to a certain Memorandum of
Understanding, dated February 8, 1999 (the "Memorandum"), relating to
that certain action entitled Everett Ramage vs. Logan's Roadhouse,
Inc., et al. (Davidson County Chancery Court No. 99-90-III) (the
"Action"), by and among counsel for the Company and its directors,
counsel for SunTrust Equitable Securities Corporation and counsel for
the plaintiffs to the Action;
WHEREAS, pursuant to the terms of the Memorandum, the Company must,
inter alia, issue a press release on the date hereof over a nationwide
news wire service announcing that the Merger Agreement has been amended
to reduce the termination fee from $5.5 million to $1.5 million and
that the Closing Date will be set for February 16, 1999;
NOW THEREFORE, in consideration of the provisions hereof and for other
good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Section 10.2 of the Agreement is hereby deleted in its entirety and
in its place insert the following:
Closing. The Closing of this transaction shall be held at the offices
of Baker, Donelson, Bearman & Caldwell, Nashville City Center, 511 Union Street,
Ste 1700, Nashville, Tennessee 37219, on February 16, 1999 or at such other time
and place as the parties hereto may agree.
2. Section 7.7 of the Agreement, fourth sentence, is hereby deleted in
its entirety and in its place insert the following:
If the Company shall exercise its right to terminate this Agreement pursuant to
Section 9.1(e) and within one year after the date of such termination the
Company executes a definitive agreement with respect to an Alternative
Transaction (as herein after defined), then, upon such execution, the Company
shall pay CBRL a fee in the amount of $1,500,000 in immediately available funds.
3. Defined terms. Capitalized terms used in this Amendment but not
defined herein shall have their meanings assigned to them in the Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LOGAN'S ROADHOUSE, INC.
By: /s/ David McDaniel
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Chief Financial Officer
CBRL GROUP, INC.
By: /s/ Jim Blackstock
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Vice President
CRACKER BARREL OLD COUNTRY
STORE, INC.
By: /s/ Jim Blackstock
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Vice President
LRI MERGER CORPORATION
By: /s/ Jim Blackstock
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Secretary
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Exhibit 99.2
[Logan's Roadhouse Logo]
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FOR IMMEDIATE RELEASE Contact: David J. McDaniel
Chief Financial Officer
(615) 885-9056
LOGAN'S ROADHOUSE AND CBRL GROUP
SET CLOSING DATE FOR MERGER
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LOGAN'S ANNOUNCES AGREEMENT IN PRINCIPLE
TO SETTLE MERGER LITIGATION
Nashville, Tennessee (February 8, 1999) -- Logan's Roadhouse, Inc.
(Nasdaq/NM:RDHS) and CBRL Group, Inc. (Nasdaq/NM: CBRL), a holding company
whose subsidiaries include Cracker Barrel Old Country Store, Inc., announced
today that they have amended their merger agreement to provide that the closing
of the transaction in which CBRL Group will acquire Logan's Roadhouse in an all
cash merger will be set for February 16, 1999. In addition, Logan's Roadhouse
announced that it and the plaintiffs have reached an agreement in principle to
settle previously announced litigation regarding the merger.
As part of the settlement, Logan's Roadhouse and CBRL Group have also
agreed that the termination fee that was payable by Logan's Roadhouse to CBRL
Group in the event of a topping bid by a third party will be reduced from $5.5
million to $1.5 million. In addition, as part of the agreement in principle
regarding the settlement, Logan's Roadhouse will obtain a fairness opinion,
dated as of the closing date, that the merger consideration continues to be
fair from a financial point of view to Logan's Roadhouse shareholders.
Edwin W. Moats, Jr., President and Chief Executive Officer of Logan's
Roadhouse, said, "We are pleased that we have been able to reach an agreement
in principle to settle the litigation regarding the merger and are looking
forward to consummating the merger on February 16, 1999."
On Friday, February 5, 1999, a majority of Logan's Roadhouse shareholders
approved the merger at a special meeting of shareholders. Of the votes cast,
97.7% were in favor of the merger.
Logan's Roadhouse, Inc. operates 42 Company-owned and 4 franchised Logan's
Roadhouse(R) 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.
