SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Schedule
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Amendment
No. 3
CBRL
Group, Inc.
(Name
of Subject Company (Issuer))
CBRL
Group, Inc.
(Name
of Filing Person (Offeror and Issuer))
Common
Stock, Par Value $0.01 Per Share
(including
the associated common stock purchase rights)
(Title
of Class of Securities)
Common
Stock: 12489V106
(CUSIP
Number of Class of Securities)
Lawrence
E. White
Senior
Vice President - Finance and Chief Financial Officer
CBRL
Group, Inc.
305
Hartmann Drive,
P.O.
Box 787
Lebanon,
Tennessee 37088-0787
Telephone:
(615) 443-9869
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing
Persons)
Copies
to:
|
Gary
M. Brown
Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC
Commerce
Center, Suite 1000
211
Commerce Street
Nashville,
Tennessee 37201
Telephone:
(901) 726-5600
|
Sam
D. Chafetz
Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC
165
Madison Avenue, Suite 2000
Memphis,
TN 38103
Telephone:
(901) 526-2000
|
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
|
$770,500,000
|
$82,444
|
*
Estimated
solely for purposes of determining the amount of the filing fee. Pursuant to
Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the
Transaction Valuation was calculated assuming that an aggregate of 16,750,000
shares of common stock, par value $0.01 per share are purchased at the maximum
possible tender offer price of $46.00 per share.
**
The
amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of
the
Securities Exchange Act of 1934, as amended, equals $107.00 per million of
the
value of the transaction.
ý Check
the
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
Amount
Previously Paid:
$82,444
Filing
Party: CBRL
Group, Inc.
Form
or
Registration No.:
Schedule TO Date
Filed: March
31, 2006
¨ Check
the
box if the filing relates solely to preliminary communications made before
the
commencement of a tender offer.
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
¨ third-party
tender offer subject to Rule 14d-1.
ý issuer
tender offer subject to Rule 13e-4.
¨ going-private
transaction subject to Rule 13e-3.
¨ amendment
to Schedule 13D under Rule 13d-2.
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: ý
This
Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule
TO
originally filed with the Commission on March 31, 2006 as amended and
supplemented by Amendment No. 1 to the Tender Offer Statement filed with the
Commission on April 19, 2006 and Amendment No. 2 to the Tender Offer Statement
filed with the Commission on April 28, 2006 (the “Schedule TO”) by CBRL Group,
Inc. a Tennessee corporation (the “Company”), relating to the tender offer by
the Company to purchase for cash up to 16,750,000 shares of its common stock,
par value $0.01 per share, including the associated common stock purchase rights
issued under the Rights Agreement dated as of September 7, 1999, between CBRL
and SunTrust Bank, Atlanta, as rights agent, at a price not more than $46.00
nor
less than $42.00 per share, net to the seller in cash, without interest, upon
the terms and subject to the conditions set forth in the offer to purchase
(the
“Offer to Purchase”) and the related letter of transmittal (the “Letter of
Transmittal”), which are dated and were filed with the Commission on March 31,
2006, as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Company’s
Schedule TO. The information contained in the Offer to Purchase and the related
Letter of Transmittal is incorporated in this Amendment No. 3 to the Schedule
TO
by reference in response to all of the applicable items in the Schedule TO,
except that such information is hereby amended or supplemented to the extent
specifically provided herein.
Item
11. Additional
Information
Item
11
of the Schedule TO is hereby amended and supplemented by adding the
following:
On
May 3,
2006, the Company issued a press release announcing the final results of the
tender offer, which expired at 12:00 Midnight, New York City time, on April
27,
2006. A copy of the press release is filed as Exhibit (a)(5)(F) to this
Amendment to Schedule TO and is incorporated herein by
reference.
Item
12. Exhibits
Item
12
of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(5)(F) Press
Release dated May 4, 2006 (announcing final results of the tender
offer)
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
| Dated: May 4, 2006 | CBRL GROUP, INC. | |
| By: | /s/ N.B. Forrest Shoaf | |
| Name: | N.B. Forrest Shoaf | |
| Title: | Senior Vice President, General Counsel and Secretary |
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
(a)(1)(A)
|
Offer
to Purchase, dated March 31, 2006*
|
|
(a)(1)(B)
|
Letter
of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9) *
|
|
(a)(1)(C)
|
Notice
of Guaranteed Delivery*
|
|
(a)(1)(D)
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees,
dated March 31, 2006*
|
|
(a)(1)(E)
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated March 31, 2006*
|
|
(a)(1)(F)
|
Letter
to Employees in the CBRL Group, Inc. Payroll Stock Purchase
Program**
|
|
(a)(1)(G)
|
Instruction
Letter to Employees in the CBRL Group, Inc. Payroll Stock Purchase
Program
**
|
|
(a)(2)-(a)(4)
|
Not
applicable
|
|
(a)(5)(A)
|
Press
Release dated March 17, 2006 (incorporated by reference to Exhibit
99.4 to
the Company’s Current Report on Form 8-K for the period ended March 16,
2006 and filed with the SEC on March 17, 2006) *
|
|
(a)(5)(B)
|
Letter
to Shareholders from the Chairman, President and Chief Executive
Officer,
dated March 31, 2006*
|
|
(a)(5)(C)
|
Press
Release dated March 31, 2006*
|
|
(a)(5)(D)
|
Summary
Advertisement Published in the New York Times on March 31,
2006*
|
|
(a)(5)(E)
|
Press
Release dated April 28, 2006 (announcing preliminary results of the
tender
offer)**
|
|
(a)(5)(F)
|
Press
Release dated May 4, 2006 (announcing final results of the tender
offer)
|
|
(b)(1)
|
Commitment
Letter from Wachovia Bank, National Association (incorporated by
reference
to Exhibit 99.1 to the Company’s Current Report on Form 8-K for the period
ended March 16, 2006 and filed with the SEC on March 17,
2006)
|
|
(d)(1)
|
Rights
Agreement dated September 7, 1999 (incorporated by reference to Exhibit
1
to the Company’s Registration Statement on Form 8-A12G filed with the SEC
on September 21, 1999)
|
|
(d)(2)
|
Amended
and Restated Stock Option Plan (incorporated by reference to Exhibit
10(g)
to the Company’s Annual Report on Form 10-K for the fiscal year ended July
30, 1999 and filed with the SEC on October 26, 1999)
|
|
(d)(3)
|
2000
Non-Executive Stock Option Plan (incorporated by reference to Exhibit
10(i) to the Company’s Annual Report on Form 10-K for the fiscal year
ended August 2, 2002 and filed with the SEC on October 25,
2002)
|
|
(d)(4)
|
1989
Non-Employee Director’s Stock Option Plan, as amended (incorporated by
reference to the Company’s Annual Report on Form 10-K for the fiscal year
ended August 2, 1991 and filed with the SEC on October 29,
1991)
|
|
(d)(5)
|
2002
Omnibus Incentive Compensation Plan (incorporated by reference to
Exhibit
10(i) to the Company’s Annual Report on Form 10-K for the fiscal year
ended August 1, 2003 and filed with the SEC on October 15, 2003
)
|
|
(d)(6)
|
Amendment
No. 1 to Omnibus Incentive Compensation Plan (incorporated by reference
to
Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the fiscal
year ended July 29, 2005 and filed with the SEC on September 26,
2005)
|
|
(d)(7)
|
Form
of Restricted Stock Award (incorporated by reference to Exhibit 10(j)
to
the Company’s Annual Report on Form 10-K for the fiscal year ended July
29, 2005 and filed with the SEC on September 26, 2005)
|
|
(d)(8)
|
Form
of Stock Option Award under the Amended and Restated Stock Option
Plan
(incorporated by reference to Exhibit 10(k) to the Company’s Annual Report
on Form 10-K for the fiscal year ended July 29, 2005 and filed with
the
SEC on September 26, 2005)
|
|
(d)(9)
|
Form
of Stock Option Award under the Omnibus Plan (incorporated by reference
to
Exhibit 10(l) to the Company’s Annual Report on Form 10-K for the fiscal
year ended July 29, 2005 and filed with the SEC on September 26,
2005)
|
|
(d)(10)
|
Executive
Employment Agreement dated as of August 1, 2005 between Michael A.
Woodhouse and the Company (incorporated by reference to Exhibit 10(m)
to
the Company’s Annual Report on Form 10-K for the fiscal year ended July
29, 2005 and filed with the SEC on September 26, 2005)
|
|
(d)(11)
|
Director
Compensation Policy (incorporated by reference to the Company’s Current
Report on Form 8-K for the period ended July 28, 2005 and filed with
the
SEC on August 1, 2005)
|
|
(d)(12)
|
2006
Success Plan*
|
|
(d)(13)
|
Form
of Success Award Notice under the 2006 Success Plan*
|
|
(e)
|
Not
applicable
|
|
(g)
|
Not
applicable
|
|
(h)
|
Not
applicable
|
*
Previously
filed on Schedule TO-I on March 31, 2006
**
Previously
filed on Schedule TO-I/A on April 28, 2006
[CBRL GROUP, INC. LOGO]
Post
Office Box 787
Lebanon,
Tennessee
37088-0787
Phone
615.443.9869
Investor
Contact: Lawrence
E. White
Senior
Vice President/Finance
and
Chief Financial Officer
(615)
443-9869
Media
Contact: Julie
K.
Davis
Director
Corporate Communications
(615)
443-9266
CBRL
GROUP ANNOUNCES FINAL RESULTS
OF
TENDER OFFER
Lebanon,
Tennessee (May 4, 2006) - CBRL Group, Inc. (the “Company”) (Nasdaq:CBRL)
announced today that it has accepted for payment an aggregate of 16,750,000
shares of its common stock at a purchase price of $42 per share under its
modified "Dutch” auction tender offer, which expired at 12:00 midnight, New York
City time on April 27, 2006. These shares represent approximately 35% of
the
shares outstanding as of April 28, 2006. The Company has been informed by
the
depositary for the tender offer that the final proration factor for the tender
offer is approximately 71%.
Based
on
the final count by the depositary for the tender offer, approximately 23.5
million shares were properly tendered and not withdrawn at a price of $42
per
share. The Company will not exercise its right to increase the number of
shares
purchased pursuant to the tender offer. The Company also announced that it
has
drawn approximately $725 million under its previously announced $1.25 billion
credit facility in order to pay for the shares accepted in the tender offer
and
related fees and expenses.
Payment
for the shares accepted for purchase and return of all other shares tendered
and
not accepted for purchase will be carried out promptly by the depositary.
With
completion of the tender offer, the Company now has approximately 30.9 million
shares of common stock outstanding.
Any
questions with regard to the tender offer may be directed to D.F. King &
Co., Inc., the information agent, at (800) 848-2998.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 539 Cracker Barrel
Old Country Store restaurants and gift shops located in 41 states and 135
company-operated and 25 franchised Logan’s Roadhouse restaurants in 20 states.
-END-