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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): February 17, 2005
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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 2.02. Results of Operations and Financial Condition.
On February 17, 2005, CBRL Group, Inc. (the "Company") issued the press
release that is furnished as Exhibit 99 to this Current Report on Form 8-K,
which by this reference is incorporated herein as if copied verbatim, with
respect to second quarter results, current sales trends and earnings guidance
for the third fiscal quarter of 2005, other information and the conference call
to be held to discuss this information, as well as the matters discussed under
Item 4.02 below, which include adjustments to prior period financial results.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Following a review of its accounting policy, the Company has changed its
accounting for certain operating leases consistent with changes recently applied
by numerous other public companies. As part of this change, the Company has
restated historical results, also consistent with policies applied by others.
The Company has discussed the facts underlying the restatement and has
provided an analysis of the restatement in the press release attached as Exhibit
99 (the "Press Release") in the section entitled "Restatement Related to Changes
for Lease Accounting" (the "Restatement Section"), and by this reference the
Restatement Section is incorporated herein as if copied verbatim and shall be
the only portion of the Press Release deemed filed. The restatement has no net
impact on cash flows, and the income statement and balance sheet effects are
summarized in a table in the Press Release.
On February 15, 2005, the Audit Committee of the Company's Board of
Directors concluded that certain of the Company's previously filed financial
statements should be restated for fiscal years 2000 through 2004 and for the
first quarter of fiscal year 2005. On that same day, the Company communicated
its conclusions to Deloitte & Touche LLP, the Company's independent registered
public accounting firm, who concurred with the Company's conclusion to restate
and advised the Company that their associated reports on such financial
statements should no longer be relied upon. The Company will file an amended
Form 10-K/A for fiscal 2004 (which will also include the restated financial
information for fiscal years 2000 through 2003) and an amended Form 10-Q/A for
its first fiscal quarter of 2005 as soon as practical. Additionally, the Company
will restate its second and third quarter of fiscal 2004 prospectively. The
current filings should not be relied upon.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above is incorporated by reference
as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99 Press Release issued by CBRL Group, Inc. dated February 17, 2005.
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: February 17, 2005 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary