IBJNews

Biglari agrees to antitrust fine in Cracker Barrel deal

Back to TopCommentsE-mailPrint

Biglari Holdings Inc., a chain-restaurant operator that owns Indianapolis-based Steak n Shake, has agreed to pay $850,000 to settle procedural antitrust violations stemming from its purchase of shares in Cracker Barrel Old Country Store Inc.

U.S. antitrust regulators alleged Biglari violated pre-merger reporting laws in connection with its 2011 acquisition of a stake in the Lebanon, Tenn.-based restaurant and gift shop operator. Businesses run by San Antonio-based Biglari Holdings also include the Western Sizzlin restaurant chains.

Under reporting requirements for mergers, companies must notify antitrust regulators about transactions exceeding $68.2 million. The law, the Hart-Scott-Rodino Antitrust Improvements Act, contains an exemption for acquisitions made solely for investment purposes.

“Biglari improperly failed to report the transaction to U.S. antitrust authorities by claiming the purchases were a ‘passive’ investment when, in reality, Biglari intended to become actively involved in the management of Cracker Barrel,” the U.S. Federal Trade Commission said in an e-mailed statement.

The complaint for civil penalties was filed by the Justice Department because the FTC doesn’t have the authority to fine.

In a statement, San Antonio, Texas-based Biglari disputed the FTC’s claims, saying that the company filed for Hart-Scott-Rodino approval in August 2011.

“The comments made by the FTC mischaracterize Biglari Holdings’ investment intent,” according to the statement. “Biglari Holdings has made clear in all of its public filings that it has no intention of becoming actively involved in day-to-day management or in seeking control of the board of Cracker Barrel.”

Biglari Holdings had acquired almost 9 percent of Cracker Barrel’s outstanding voting shares by June 2011, according to the complaint. Biglari Holdings continued to acquire shares through June 13, exceeding the threshold for antitrust filings, which was $66 million at the time.

Cracker Barrel, which has about 620 locations, has been fighting off attempts from Biglari to gain a seat on the dining chain’s board of directors and push for management and strategy changes. Earlier this month, Cracker Barrel said that Biglari Holdings rejected its offer to appoint two independent directors.

Biglari Holdings will nominate Chairman Sardar Biglari and the company’s vice chairman, Philip L. Cooley, for Cracker Barrel’s board at the company’s annual meeting Nov. 15. If a proxy contest ensues, “our business could be adversely affected,” Cracker Barrel said today in a company filing.

‘Our Concerns’

“Our concerns about Mr. Biglari’s intentions are underscored by the finding that Biglari Holdings violated the Hart-Scott-Rodino act in connection with its acquisition of cracker barrel stock,” a Cracker Barrel spokesman said in an e- mail.

ADVERTISEMENT

Post a comment to this story

COMMENTS POLICY
We reserve the right to remove any post that we feel is obscene, profane, vulgar, racist, sexually explicit, abusive, or hateful.
 
You are legally responsible for what you post and your anonymity is not guaranteed.
 
Posts that insult, defame, threaten, harass or abuse other readers or people mentioned in IBJ editorial content are also subject to removal. Please respect the privacy of individuals and refrain from posting personal information.
 
No solicitations, spamming or advertisements are allowed. Readers may post links to other informational websites that are relevant to the topic at hand, but please do not link to objectionable material.
 
We may remove messages that are unrelated to the topic, encourage illegal activity, use all capital letters or are unreadable.
 

Messages that are flagged by readers as objectionable will be reviewed and may or may not be removed. Please do not flag a post simply because you disagree with it.

Sponsored by
ADVERTISEMENT

facebook - twitter on Facebook & Twitter

Follow on TwitterFollow IBJ on Facebook:
Follow on TwitterFollow IBJ's Tweets on these topics:
 
Subscribe to IBJ
  1. This is a big help. Thanks for share it here.

  2. Doug Henning!

  3. These guy were thugs — they grew up in freaking Haughville! Smh, sigh. If the mayor needs/wants "quality" Black Hoosiers who are NOT corrupt, give me a call — I know plenty. Land bank info here - http://www.kubepharm.com/indylandbank/IndyLandBank.html

  4. Magician and illusionist!

  5. The basic idea of nice apartments with parking and retail is a good one, but this design seems overwhelmingly big/tall for Broad Ripple. The size could be disguised a bit with lots of big trees/landscaping, but the complex is too massive to blend in easily. That section of canal between College and Westfield will also need to be upgraded on both sides. Nice apartments facing onto a nice promenade with shade trees/plantings could bring together the canal towpath/Monon recreation, the outdoor seating at existing restaurants, and this project into something that upgrades the whole area. A plan for the whole stretch makes more sense than facing nice new housing onto what looks like a ditch. Is there a plan? Does the public have input? Who pays? The apartment idea seems to be reasonable, but Whole Foods is not a good idea for appropriate retail. Besides the store being physically too big, there are already Fresh Market at 54xCollege and Whole Foods in Nora for fancy groceries. Good Earth and Kroger are within walking distance of the Shell site. There are at least 7 grocery stores within a safe bike ride. Whole Foods would add nothing but traffic congestion. This design is on the right track, but there needs to be more work done to ensure that it blends in with and enhances the existing community. A project that large will set a tone for that whole part of town. It could be a real asset, but only if done right.

ADVERTISEMENT