0000921895-25-001610.txt : 20250521 0000921895-25-001610.hdr.sgml : 20250521 20250521195759 ACCESSION NUMBER: 0000921895-25-001610 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250521 DATE AS OF CHANGE: 20250521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRACKER BARREL OLD COUNTRY STORE, INC CENTRAL INDEX KEY: 0001067294 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services EIN: 620812904 FISCAL YEAR END: 0801 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60679 FILM NUMBER: 25974481 BUSINESS ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 370880787 BUSINESS PHONE: 6154439217 MAIL ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 37087 FORMER COMPANY: FORMER CONFORMED NAME: CBRL GROUP INC DATE OF NAME CHANGE: 19980730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIGLARI CAPITAL CORP. CENTRAL INDEX KEY: 0001334429 ORGANIZATION NAME: EIN: 742975855 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY, SUITE 1200 CITY: SAN ANTONIO STATE: TX ZIP: 78259 BUSINESS PHONE: (210) 344-3400 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY, SUITE 1200 CITY: SAN ANTONIO STATE: TX ZIP: 78259 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001334429 XXXXXXXX LIVE 57 Common Stock, par value $0.01 per share 05/19/2025 false 0001067294 22410J106 CRACKER BARREL OLD COUNTRY STORE, INC
PO BOX 787 LEBANON TN 370880787
Sardar Biglari 210-344-3400 Biglari Capital Corp. 19100 Ridgewood Pkwy, Suite 1200 San Antonio TX 78259 Michael Neidell, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001580602 N LION FUND II, L.P. AF N DE 1421540.00 0.00 1421540.00 0.00 1421540.00 N 6.4 PN 0001334429 N BIGLARI CAPITAL CORP. AF N TX 1421540.00 0.00 1421540.00 0.00 1421540.00 N 6.4 OO Y First Guard Insurance Company WC N AZ 62300.00 0.00 62300.00 0.00 62300.00 N 0.3 IC Y Southern Pioneer Property and Casualty Insurance Company WC N AR 6841.00 0.00 6841.00 0.00 6841.00 N 0.0 IC 0002035328 N Biglari Reinsurance Ltd. OO N D0 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0002034968 N Biglari Insurance Group Inc. OO N DE 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0001726173 N Biglari Holdings Inc. OO N IN 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0001334430 N BIGLARI, SARDAR AF N X1 1490681.00 0.00 1490681.00 0.00 1490681.00 N 6.7 IN Common Stock, par value $0.01 per share CRACKER BARREL OLD COUNTRY STORE, INC PO BOX 787 LEBANON TN 370880787 Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 1,421,540 Shares owned directly by The Lion Fund II is approximately $72,338,504. The Shares owned directly by The Lion Fund II were acquired with funds of affiliated entities that initially purchased the Shares prior to their contribution to The Lion Fund II. The Lion Fund II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers' credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The aggregate purchase price of the 62,300 Shares owned directly by First Guard is approximately $5,065,302. The Shares purchased by First Guard were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 6,841 Shares owned directly by Southern Pioneer is approximately $523,129. The Shares purchased by Southern Pioneer were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based on 22,263,481 Shares outstanding as of February 27, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 6, 2025. As of the close of business on May 21, 2025, The Lion Fund II owned directly 1,421,540 Shares, constituting approximately 6.4% of the Shares outstanding. By virtue of their relationships with The Lion Fund II, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by The Lion Fund II. As of the close of business on May 21, 2025, First Guard owned directly 62,300 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with First Guard, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by First Guard. As of the close of business on May 21, 2025, Southern Pioneer owned directly 6,841 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with Southern Pioneer, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by Southern Pioneer. An aggregate of 1,490,681 Shares, constituting approximately 6.7% of the Shares outstanding, are reported by the Reporting Persons in this statement. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: By virtue of his relationships with the other Reporting Persons, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares owned directly by The Lion Fund II, First Guard and Southern Pioneer. Items 5(c) is hereby amended and restated to read as follows: Exhibit 1 annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. Item 6 is hereby amended to add the following: The Joint Filing and Solicitation Agreement terminated pursuant to its terms on November 21, 2024. On May 21, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 1 - Transactions in Securities. 99.1 - Joint Filing Agreement, dated May 21, 2025. LION FUND II, L.P. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner 05/21/2025 BIGLARI CAPITAL CORP. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 05/21/2025 First Guard Insurance Company /s/ Sardar Biglari Sardar Biglari, Authorized Signatory 05/21/2025 Southern Pioneer Property and Casualty Insurance Company /s/ Sardar Biglari Sardar Biglari, Authorized Signatory 05/21/2025 Biglari Reinsurance Ltd. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 05/21/2025 Biglari Insurance Group Inc. /s/ Sardar Biglari Sardar Biglari, Chairman of the Board 05/21/2025 Biglari Holdings Inc. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 05/21/2025 BIGLARI, SARDAR /s/ Sardar Biglari Sardar Biglari 05/21/2025 EX-1 2 ex1to13da5708106004_052125.htm TRANSACTION IN SECURITIES

Exhibit 1

Transactions in Shares in the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

THE LION FUND II, L.P.

Sale of Common Stock1 (289,013) 55.32 05/19/2025
Sale of Common Stock2 (210,987) 55.91 05/20/2025
Sale of Common Stock3 (78,460) 55.58 05/21/2025

 

1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $56.29 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.07 to $56.61 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.95 to $56.12 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 EX-99.1 3 ex991to13da5708106004_052125.htm JOINT FILING AGREEMENT

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Cracker Barrel Old Country Store, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

LION FUND II, L.P.
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner
Date: 05/21/2025

 

BIGLARI CAPITAL CORP.
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari, Chairman and Chief Executive Officer
Date: 05/21/2025

 

First Guard Insurance Company
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari, Authorized Signatory
Date: 05/21/2025

 

Southern Pioneer Property and Casualty Insurance Company
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari, Authorized Signatory
Date: 05/21/2025

 

Biglari Reinsurance Ltd.
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari, Chairman and Chief Executive Officer
Date: 05/21/2025

 

Biglari Insurance Group Inc.
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari, Chairman of the Board
Date: 05/21/2025

 

Biglari Holdings Inc.
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari, Chairman and Chief Executive Officer
Date: 05/21/2025

 

 

 

BIGLARI, SARDAR
 
By:

/s/ Sardar Biglari

  
  Sardar Biglari
Date: 05/21/2025