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UNITED STATES
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): December 2, 2004
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
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(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.13e-4(c))
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Item 8.01. Other Events.
On December 2, 2004, Michael A. Woodhouse, President, Chief Executive
Officer and Chairman of the Board of CBRL Group, Inc. (the "Company"), notified
the Company that he had entered into a trading plan to exercise certain options
and sell up to an aggregate of 50,000 shares of the Company's common stock in
order to diversify his investments. The sales are expected to occur during a
period commencing on December 3, 2004 and ending on March 25, 2005. Mr.
Woodhouse does not have any control over the timing of the sales under the plan.
The shares to be sold will be issued pursuant to the exercise of certain stock
options, all of which will expire in the next 21 months, held by Mr. Woodhouse.
Upon execution of the transactions under the plan, Mr. Woodhouse will continue
to be ahead of the predetermined schedule for full compliance with the Company's
stock ownership guidelines for executive officers. Mr. Woodhouse presently
directly owns 94,085 shares of the Company's common stock, which he will
continue to own after transactions under the plan are completed, and he will
continue to have options for an additional 710,036 shares of common stock
following completion of the trading plan. Any sales under the plan will be
publicly disclosed through Form 4 filings with the Commission.
Mr. Woodhouse's trading plan is intended to comply with Rule 10b5-1 of the
Securities Exchange Act of 1934, as amended. It is the Company's policy to
disclose when the Chief Executive Officer, Chief Financial Officer or Chairman
of the Board enter into a trading plan that is intended to comply with Rule
10b5-1.
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 2, 2004 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary