Biglari Capital Corp., together with the other participants named below (collectively, “Biglari”), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its director nominee at the 2020 annual meeting of shareholders of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”).
BIGLARI STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Biglari Capital Corp. (“Biglari Capital”), The Lion Fund II, L.P. (the “Lion Fund II”), Biglari Holdings Inc. (“Biglari Holdings”), First Guard Insurance Company (“First Guard”), Southern Pioneer Property and Casualty Insurance Company (“Southern Pioneer”), SPP&C Holding Co., Inc. (“SPPC”), Sardar Biglari, and Raymond P. Barbrick.
As of the date hereof, the participants in the proxy solicitation beneficially own in the aggregate 2,055,141 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. As of the date hereof, the Lion Fund II beneficially owns directly 2,000,000 shares of Common Stock. Biglari Capital, as the general partner of the Lion Fund II, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Lion Fund II. As of the date hereof, First Guard beneficially owns directly 48,300 shares of Common Stock. As of the date hereof, Southern Pioneer beneficially owns directly 6,841 shares of Common Stock. SPPC, as the parent company of Southern Pioneer, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Southern Pioneer. Biglari Holdings, as the parent company of each of First Guard and SPPC, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by each of First Guard and Southern Pioneer. Mr. Biglari, as the Chairman and Chief Executive Officer of each of Biglari Capital and Biglari Holdings, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by each of the Lion Fund II, First Guard and Southern Pioneer. As of the date hereof, Mr. Barbrick does not beneficially own any shares of Common Stock.
This website may contain forward-looking statements. These statements may be identified by the use of forward-looking terminology such as the words “expects,” “intends,” “believes,” “anticipates” and other terms with similar meaning indicating possible future events or actions relating to the business or shareholders of the Company. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the ability of the participants in the proxy solicitation to successfully solicit sufficient proxies to elect Mr. Barbrick to the Company’s board of directors through a proxy solicitation to be undertaken by them, the ability of Mr. Barbrick to work with the other members of the Company’s board of directors to improve the performance of the Company and risk factors associated with the business of the Company, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2019, and in other periodic reports of the Company, which are available at no charge at the website of the SEC at http://www.sec.gov. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results.
This website may be deemed to constitute solicitation material and is intended solely to inform shareholders so that they may make an informed decision regarding the proxy solicitation.
This communication is not a solicitation of a proxy, which may be done only pursuant to a definitive proxy statement.