CBRL Group, Inc. Form 8-K dated November 30, 2006
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): November
30, 2006
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
2.01. Completion of Acquisition or Disposition of Assets.
Sale
and Leaseback Transaction
On
November 30 and December 1, 2006, Logan’s Roadhouse, Inc. (“Logan’s”), a
subsidiary of CBRL Group, Inc. (the “Company”) completed the sale and leaseback
(the “Sale/Leaseback”) of a total of 62 of its owned real property locations to
various assignees of Wachovia Development Corporation, Truststreet Properties,
Inc. and National Retail Properties, Inc. The Sale/Leaseback was pursuant to
certain agreements described and filed as exhibits to a Current Report on Form
8-K filed with the Commission by the Company on November 3, 2006.
Stock
Sale Transaction
On
December 6, 2006 the Company completed the sale of all issued and outstanding
shares of common stock of Logan’s (the “Stock Sale”) to LRI Holdings, Inc., an
affiliate of Bruckmann, Rosser, Sherrill & Co. Inc., Canyon Capital Advisors
LLC and Black Canyon Capital LLC, pursuant to a Stock Purchase Agreement
described and filed as an exhibit to a Current Report on Form 8-K filed with
the
Commission by the Company on November 3, 2006.
Consideration
in Sale/Leaseback and Stock Sale (the “Transaction”)
Total
consideration in the Transaction was approximately $486 million, subject to
customary post-closing adjustments, if any, for working capital, indebtedness
and capital expenditures. This amount includes the proceeds from the
Sale/Leaseback, which was used to satisfy inter-company indebtedness. The
Sale/Leaseback consideration also included retention by the Company of three
Logan’s restaurant locations at which certain real estate matters
precluded their being included in the Sale/Leaseback at this time. The Company
expects to sell these properties after resolving these real estate matters.
Until these three properties are sold, the Company will lease them to Logan’s
under the same terms and conditions as had they been included in the
Sale/Leaseback.
Item
7.01. Regulation FD Disclosure.
On
December 6, 2006, the Company issued the press release that is furnished as
Exhibit 99.1 to this Current Report on Form 8-K, which by this reference is
incorporated herein as if copied verbatim, announcing completion of the
Transaction, that its Board of Directors had declared a cash dividend of
fourteen cents per share and reporting the proposed use of proceeds for the
Transaction.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release issued by CBRL Group, Inc. dated December 6, 2006
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: December 6, 2006 |
CBRL GROUP, INC. |
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|
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By: /s/ N. B. Forrest Shoaf |
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Name: N. B. Forrest Shoaf |
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Title: Senior
Vice President, Secretary |
| |
and
General Counsel |