Cracker Barrel CEO to investors: Look out for hidden Biglari agenda

Cochran says "investors buying for 'investment purposes only' do not wage multiple proxy contests"

Cracker Barrel Old Country Store CEO Sandy Cochran has fired back at activist investor and board suitor Sardar Biglari, whose history she says suggests that he has — despite his public appeals on behalf of all shareholders — "an undisclosed agenda" to take over the Lebanon-based chain.

Cochran's latest open letter to shareholders says Biglari's efforts to get a board seat for him and his lieutenant Phil Cooley are a step toward gaining control of the company without paying other shareholders a premium. Biglari has in the past year and a half bought up more than 17 percent of Cracker Barrel's shares and Cochran says his actions don't match his assurances that he only wants the company to improve its operations.

"We believe these actions speak louder than words, as investors who are buying for 'investment purposes only' do not wage multiple proxy contests, particularly at a time when the target corporation is performing as well as we are," Cochran wrote in appealing to investors to support the company-supported slate of director candidates on Nov. 15.

In her letter, Cochran also addressed the kerfuffle over Cracker Barrel's recent mischaracterization of the professional experience of director and chairman-designate Jim Bradford. The company had said Bradford is the former CEO of AFG Industries when it was publicly listed, but Bradford took over the top spot at AFG four years after it went private.

"We sincerely regret any misunderstanding this may have caused, but want to stress that this description does not change the enormous value and vast experience Mr. Bradford brings to our Board," Cochran wrote. "We are confident that we can continue to execute on our strategy just as we did last year, further creating value for you, our shareholders."

Shares of Cracker Barrel (Ticker: CBRL) have reacted very little to the latest round of sniping in Biglari's board bid. At about 11:30 on Thursday, they were down less than 0.5 percent at about $66.90. Year to date, they're up about 30 percent.