Sec Form 13D Filing - BIGLARI CAPITAL CORP. filing for CRACKER BARREL OLD CTRY STORE (CBRL) - 2020-08-20

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 47)1

CRACKER BARREL OLD COUNTRY STORE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

22410J106

(CUSIP Number)

Sardar Biglari

Biglari Capital Corp.

17802 IH 10 West, Suite 400

San Antonio, Texas  78257

(210) 344-3400

 

with copies to:

 

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 20, 2020

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 22410J106

  1   NAME OF REPORTING PERSON  
         
        The Lion Fund II, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,000,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,000,000  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,000,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 22410J106

  1   NAME OF REPORTING PERSON  
         
        Biglari Capital Corp.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Texas  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,000,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,000,000  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,000,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP No. 22410J106

 

  1   NAME OF REPORTING PERSON  
         
        First Guard Insurance Company  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Arizona  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         48,300  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          48,300  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        48,300  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IC  

  

4

CUSIP No. 22410J106

 

  1   NAME OF REPORTING PERSON  
         
        Southern Pioneer Property and Casualty Insurance Company  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Arkansas  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,841  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,841  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,841  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IC  

  

5

CUSIP No. 22410J106

 

  1   NAME OF REPORTING PERSON  
         
        SPP&C Holding Co., Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Arkansas  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,841  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,841  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,841  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

6

CUSIP No. 22410J106

 

  1   NAME OF REPORTING PERSON  
         
        Biglari Holdings Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Indiana  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         55,141  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          55,141  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        55,141  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

7

CUSIP No. 22410J106

 

  1   NAME OF REPORTING PERSON  
         
        Sardar Biglari  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,055,141  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,055,141  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,055,141  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

8

CUSIP No. 22410J106

 

  1   NAME OF REPORTING PERSON  
         
        Raymond P. Barbrick  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        -0-  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

9

CUSIP No. 22410J106

The following constitutes Amendment No. 47 to the Schedule 13D filed by the undersigned (“Amendment No. 47”). This Amendment No. 47 amends the Schedule 13D as specifically set forth herein.

Item 2.Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by The Lion Fund II, L.P., a Delaware limited partnership (“The Lion Fund II”), Biglari Capital Corp., a Texas limited liability company (“BCC”), First Guard Insurance Company, an Arizona corporation (“First Guard”), Southern Pioneer Property and Casualty Insurance Company, an Arkansas corporation (“Southern Pioneer”), SPP&C Holding Co., Inc., an Arkansas corporation (“SPPC”), Biglari Holdings Inc., an Indiana corporation (“Biglari Holdings”), Sardar Biglari, and Raymond P. Barbrick. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

BCC is the general partner of The Lion Fund II. Sardar Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by The Lion Fund II. By virtue of these relationships, BCC and Sardar Biglari may be deemed to beneficially own the Shares owned directly by The Lion Fund II.

First Guard is a wholly owned subsidiary of Biglari Holdings. Sardar Biglari is the Chairman and Chief Executive Officer of Biglari Holdings and has investment discretion over the securities owned by First Guard. By virtue of these relationships, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by First Guard.

Southern Pioneer is a wholly owned subsidiary of SPPC. SPPC is a wholly owned subsidiary of Biglari Holdings. Sardar Biglari is the Chairman and Chief Executive Officer of Biglari Holdings and has investment discretion over the securities owned by Southern Pioneer. By virtue of these relationship, SPPC, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by Southern Pioneer.

Raymond P. Barbrick is a nominee for election to the board of directors (the “Board”) of the Issuer.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of each of First Guard, Southern Pioneer, SPPC and Biglari Holdings. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

10

CUSIP No. 22410J106

(b)       The principal business address of each of The Lion Fund II, BCC, Biglari Holdings and Sardar Biglari is 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. The principal business address of First Guard is 200 Nokomis Ave S., Venice, Florida 34285. The principal business address of each of Southern Pioneer and SPPC is 2816 Longview Drive, Jonesboro, Arkansas 72401. The principal business address of Mr. Barbrick is 78 Okner Parkway, Livingston, New Jersey 07039.

(c)       The principal business of The Lion Fund II is purchasing, holding and selling securities for investment purposes. The principal business of BCC is serving as the general partner of The Lion Fund II. The principal business of First Guard is the direct underwriting of commercial truck insurance. The principal business of Southern Pioneer is providing property and casualty insurance. The principal business of SPPC is serving as the direct parent of Southern Pioneer. The principal business of Biglari Holdings is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, media and licensing, restaurants, and oil and gas. The principal occupation of Sardar Biglari is serving as Chairman and Chief Executive Officer of Biglari Holdings and BCC. The principal occupation of Mr. Barbrick is serving as the President, Co-Chief Executive Officer and Chief Operating Officer of The Briad Group.

(d)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       The Lion Fund II is organized under the laws of the State of Delaware. BCC is organized under the laws of the State of Texas. First Guard is organized under the laws of the State of Arizona. Each of Southern Pioneer and SPPC is organized under the laws of the State of Arkansas. Biglari Holdings is organized under the laws of the State of Indiana. Each of Messrs. Biglari and Barbrick is a citizen of the United States of America. The citizenships of the persons listed on Schedule A are set forth thereon.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 20, 2020, the Reporting Persons delivered a letter to the Issuer nominating Raymond P. Barbrick for election to the Board at the 2020 annual meeting of stockholders of the Issuer. Mr. Barbrick is President, Co-Chief Executive Officer and Chief Operating Officer of The Briad Group, a hospitality company operating franchises in a number of industries including restaurants and hotels.

11

CUSIP No. 22410J106

Item 5.Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a – e) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 23,693,981 Shares outstanding, which is the total number of Shares outstanding as of May 20, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2020.

As of the close of business on August 20, 2020, The Lion Fund II owned directly 2,000,000 Shares, constituting approximately 8.4% 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 August 20, 2020, First Guard owned directly 48,300 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with First Guard, each of Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned by First Guard.

As of the close of business on August 20, 2020, 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 SPPC, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned by Southern Pioneer.

An aggregate of 2,055,141 Shares, constituting approximately 8.7% of the Shares outstanding, are reported by the Reporting Persons in this statement.

12

CUSIP No. 22410J106

None of Messrs. Biglari, Barbrick or any person set forth on Schedule A directly owns any Shares as of the date hereof.

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.

Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of such transactions were effected in the open market, unless otherwise noted.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

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 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The Lion Fund II has sold 1,511 exchange listed American-style call options, representing 151,100 shares of Common Stock underlying such call options, which expire on September 18, 2020, and have an exercise price of $185 per share.

The Lion Fund II has sold 802 and 2,690 exchange listed American-style call options, representing 80,200 and 269,000 shares of Common Stock, respectively, each of which expires on January 15, 2021, and which have an exercise price of $190 and $200 per share, respectively.

On August, 2020, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) 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, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominee at the Annual Meeting (the “Solicitation”), and (c) the Reporting Persons except for Mr. Barbrick agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Barbrick has granted Mr. Biglari power of attorney (“Power of Attorney”) to execute certain SEC filings and other documents in connection with the Solicitation. A copy of the Power of Attorney is attached hereto as Exhibit 99.2 and is incorporated herein by reference. 

Item 7.Material to be Filed as Exhibits.

Item 7 is amended to add the following exhibit:

99.1Joint Filing and Solicitation Agreement by and among the Reporting Persons, dated August 20, 2020.
99.2Power of Attorney, dated August 20, 2020.
13

CUSIP No. 22410J106

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

August 20, 2020

  (Date)
   
  THE LION FUND II, L.P.
   
  By: BIGLARI CAPITAL CORP., its General Partner
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
    Title: Chairman and Chief Executive Officer
   
   
  BIGLARI CAPITAL CORP.
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
    Title: Chairman and Chief Executive Officer
   
   
  FIRST GUARD INSURANCE COMPANY
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
    Title: Authorized Signatory
   
   
  SOUTHERN PIONEER PROPERTY AND CASUALTY INSURANCE COMPANY
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
    Title: Authorized Signatory

 

14

CUSIP No. 22410J106

  SPP&C HOLDING CO., INC.
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
    Title: Authorized Signatory
   
   
  BIGLARI HOLDINGS INC.
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
    Title: Chairman and Chief Executive Officer
   
   
 

/s/ Sardar Biglari

 

SARDAR BIGLARI 

  Individually and as attorney-in-fact for Raymond P. Barbrick

15

CUSIP No. 22410J106

Schedule A

Directors and Executive Officers of First Guard

 

NAME AND
POSITION WITH
FIRST GUARD
PRESENT PRINCIPAL
OCCUPATION
BUSINESS ADDRESS CITIZENSHIP
Edmund B. Campbell, III,
Chairman of the Board and Chief Executive Officer
Chairman and Chief Executive Officer of First Guard 200 Nokomis Ave. S.
Venice, FL 34285
U.S.A.
Sardar Biglari,
Director
See Item 2 See Item 2 U.S.A.
Philip L. Cooley,
Director
Vice Chairman of Biglari Holdings 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.
Andrew S. Toepfer,
President, Treasurer and Director
President of First Guard 200 Nokomis Ave. S.
Venice, FL 34285
U.S.A.
Edmund B. Campbell, Jr.,
Director
Executive at First Guard 200 Nokomis Ave. S.
Venice, FL 34285
U.S.A.

 

 

CUSIP No. 22410J106

Directors and Executive Officers of Southern Pioneer

 

NAME AND
POSITION WITH
SOUTHERN PIONEER
PRESENT PRINCIPAL
OCCUPATION
BUSINESS ADDRESS CITIZENSHIP
Hal Hyneman,
President and Director
President of Southern Pioneer 2816 Longview Drive,
Jonesboro, AR 72401
U.S.A.
Ben Hyneman,
Director
President of SPPC 2816 Longview Drive,
Jonesboro, AR 72401
U.S.A.
Sardar Biglari,
Director
See Item 2 See Item 2 U.S.A.
Philip L. Cooley,
Director
Vice Chairman of Biglari Holdings 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.
Anthony Grant,
Vice President and Director
Vice President of Southern Pioneer 2816 Longview Drive,
Jonesboro, AR 72401
U.S.A.
Brian Hyneman,
Secretary, Treasurer and Director
Secretary and Treasurer of Southern Pioneer 2816 Longview Drive,
Jonesboro, AR 72401
U.S.A.
Matt Hyneman,
Director
Vice President of Southern Pioneer Insurance Agency, Inc. 2816 Longview Drive,
Jonesboro, AR 72401
U.S.A.

 

 

CUSIP No. 22410J106

Directors and Executive Officers of SPPC

 

NAME AND
POSITION WITH
SPPC
PRESENT PRINCIPAL
OCCUPATION
BUSINESS ADDRESS CITIZENSHIP
Ben Hyneman,
President and Director
President of SPPC 2816 Longview Drive,
Jonesboro, AR 72401
U.S.A.
Hal Hyneman,
Director
President of Southern Pioneer 2816 Longview Drive,
Jonesboro, AR 72401
U.S.A.
Sardar Biglari,
Director
See Item 2 See Item 2 U.S.A.
Philip L. Cooley,
Director
Vice Chairman of Biglari Holdings 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.

 

 

CUSIP No. 22410J106

Directors and Executive Officers of Biglari Holdings

 

NAME AND
POSITION WITH
BIGLARI HOLDINGS
PRESENT PRINCIPAL
OCCUPATION
BUSINESS ADDRESS CITIZENSHIP
Sardar Biglari,
Chairman of the Board and
Chief Executive Officer
See Item 2 See Item 2 See Item 2
Philip L. Cooley,
Vice Chairman of the Board
Vice Chairman of the Board of Biglari Holdings 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.
Ruth J. Person,
Director
Professor of Management, University of Michigan-Flint 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.
Kenneth R. Cooper,
Director
Attorney 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.
James P. Mastrian,
Director
Retired; former special advisor to the Chairman and CEO of Rite Aid 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.
John Garrett Cardwell,
Director
Retired; former executive with Johnson Controls, Inc. 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.
Bruce Lewis,
Controller
Controller of Biglari Holdings 17802 IH 10 West
Suite 400
San Antonio, TX 78257
U.S.A.

 

 

CUSIP No. 22410J106

SCHEDULE B

Transactions in the Securities of the Issuer During 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 January 15, 2021, Call Option ($190 Strike Price)1 (700) 0.34 08/05/2020

 

1 The price reported is a weighted average price. These call options were sold in multiple transactions at prices ranging from $0.30 to $0.35 per call option. 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 call options sold at each separate price within the range set forth in this footnote 1.