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. 2
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
Laureen
K. Kuzur
Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC
Commerce
Center, Suite 1000
211
Commerce Street
Nashville,
Tennessee 37201
Telephone:
(615) 726-5600
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
|
$249,780,000
|
$26,727
|
| * |
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
5,430,000 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:
$26,727 Filing
Party: CBRL
Group, Inc.
Form
or
Registration No.:
Schedule TO Date
Filed: December
13, 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: ¨
This
Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule
TO
originally filed with the Commission on December 13, 2006 as amended and
supplemented by Amendment No. 1 to the Tender Offer Statement filed with the
Commission on January 3, 2007 (the “Schedule TO”) by CBRL Group, Inc. a
Tennessee corporation (“CBRL” or the “Company”), relating to the tender offer by
the Company to purchase for cash up to 5,430,000 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 Computershare Trust Company, N.A., 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 December 13, 2006 and were
respectively filed with the Commission on December 13, 2006, as Exhibit
(a)(1)(A) and on January 3, 2007 as Exhibit (a)(1)(B) 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. 2 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
On
January 12, 2007, the Company issued a press release announcing the preliminary
results of the tender offer, which expired at 12:00 Midnight, New York City
time, on January 11, 2007. A copy of the press release is filed as Exhibit
(a)(5)(E) to this Schedule TO and is incorporated herein by
reference.
Item
12. Exhibits
(a)(5)(E) Press
Release dated January 12, 2007 (announcing preliminary 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.
| CBRL
GROUP, INC.
|
|
|
By:
/s/ N.B. Forrest Shoaf
|
|
| Name: N.B. Forrest Shoaf | |
| Title: Senior Vice President, | |
| Secretary and General Counsel |
Dated:
January 12, 2007
|
EXHIBIT
INDEX
|
|
|
Exhibit
Number
|
Description |
|
(a)(1)(A)
|
Offer
to Purchase, dated December 13, 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 December 13, 2006*
|
(a)(1)(E)
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies
and Other Nominees, dated December 13, 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 December 6, 2006 (incorporated by reference to Exhibit
99.1
to the Company's Current Report on Form 8-K for the period ended
November
30, 2006 and filed with the SEC on December 6, 2006)
|
|
(a)(5)(B)
|
Letter
to Shareholders from the President and Chief Executive Officer,
dated
December 13, 2006*
|
| (a)(5)(C) | Press
Release dated December 13, 2006*
|
| (a)(5)(D) | Summary
Advertisement Published in the New York Times on December 13,
2006*
|
| (a)(5)(E) | Press
Release dated January 12, 2007 (announcing preliminary results
of the
tender offer)
|
| (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)
|
The
Company's 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)
|
2006
Success Plan (incorporated by reference to Exhibit (d)(12) to the
Company's Schedule TO filed with the SEC on March 31, 2006)
|
|
(d)(8)
|
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)(9) |
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)(10) |
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)(11) |
Form
of Success Award Notice under the 2006 Success Plan (incorporated
by
reference to Exhibit (d)(13) to the Company's Schedule TO filed
with the
SEC on March 31, 2006)
|
| (d)(12) |
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)(13) |
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 and Current Report on Form 8-K for the period
ended
July 27, 2006 and filed with the SEC on August 1, 2006)
|
|
(e)
|
Not
applicable
|
| (g) |
Not
applicable
|
| (h) | Not applicable |
*
Previously filed on Schedule TO-I on December 13, 2006
**
Previously filed on Schedule TO-I/A on January 3, 2007
| [CBRL GROUP, INC. LOGO] |
POST
OFFICE BOX 787
|
|
LEBANON,
TENNESSEE
|
|
|
37088-0787
|
|
| C B R L G R O U P, I N C. |
Investor
Contact:
Diana S. Wynne
Senior
Vice President, Corporate Affairs
(615)
443-9837
Media
Contact:
Julie
K.
Davis
Director,
Corporate Communications
(615)
443-9266
CBRL
GROUP ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER,
ANNOUNCES
DIVIDEND RECORD AND PAYMENT DATES
LEBANON,
Tenn. (January 12, 2007) -- CBRL Group, Inc. (the “Company”) (Nasdaq: CBRL)
announced today the preliminary results of its modified “Dutch Auction” tender
offer to purchase up to 5,430,000 shares of the Company’s common stock, which
expired at 12:00 midnight, New York City time on January 11, 2007.
Based
on
the preliminary count by Computershare Trust Company, N.A., the depositary
for
the tender offer, approximately 6.3 million shares were validly tendered and
not
withdrawn, including approximately 2.6 million shares tendered through notice
of
guaranteed delivery. At this time, the Company expects that it will purchase
5,430,000 shares in the tender offer, subject to proration, at the maximum
price
of $46.00 per share. The number of shares to be purchased and the price per
share are preliminary, are based on the shares tendered through notice of
guaranteed delivery being validly tendered and are subject to verification
by
the depositary, and are therefore subject to change. The final purchase price
and the proration factor, if any, will be announced promptly following
completion of the verification process. Payment of the shares accepted for
purchase, and return of all other shares tendered, will occur promptly after
completion of the final purchase price and proration computations, if
applicable.
The
Company also announced that the regular dividend to common shareholders of
$0.14
per share declared on November 28, 2006, will be payable on February 8, 2007
to
shareholders of record on January 22, 2007. Shareholders whose shares were
tendered and accepted for payment in the tender offer will not receive this
dividend.
Any
questions with regard to the tender offer may be directed to D.F. King &
Co., the information agent, at (800)848-2998. The dealer manager for the tender
offer was Wachovia Securities. Wachovia Securities is the trade name for the
corporate, investment banking, and capital markets businesses of Wachovia
Corporation and its subsidiaries, including Wachovia Capital Markets, LLC (WCM)
and Wachovia Securities Limited. Wachovia Securities is also the trade name
for
the retail brokerage
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CBRL
Announces Preliminary Results of Tender Offer
Page
2
01/12/07
businesses
of WCM’s affiliates, Wachovia Securities, LLC, Wachovia Securities Financial
Networks, LLC, Wexford Clearing, LLC, and First Clearing, LLC.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 552 Cracker Barrel
Old Country Store®
restaurants and gift shops located in 41 states.
Cautionary
Statement Regarding Forward Looking Information
Except
for specific historical information, many of the matters discussed in this
press
release may express or imply projections of revenues or expenditures, statements
of plans and objectives or future operations or statements of future economic
performance. These, and similar statements are forward-looking statements
concerning matters that involve risks, uncertainties and other factors which
may
cause the actual performance of CBRL Group, Inc. and its subsidiaries to differ
materially from those expressed or implied by this discussion. Forward-looking
statements generally can be identified by the use of forward-looking terminology
such as “trends,” “assumptions,” “target,” “guidance,” “outlook,” “opportunity,”
“future,” “plans,” “goals,” “objectives,” “expectations,” “near-term,”
“long-term,” “projection,” “may,” “will,” “would,” “could,” “expect,” “intend,”
“estimate,” “anticipate,” “believe,” “potential,” “regular,” or “continue” (or
the negative or other derivatives of each of these terms) or similar
terminology. Factors which could materially affect actual results include,
but
are not limited to: successful completion of the Tender Offer and other share
repurchase authorizations; the effects of incurring substantial indebtedness
and
associated restrictions on the Company’s financial and operating flexibility and
ability to execute or pursue its operating plans and objectives; the effects
of
uncertain consumer confidence, higher costs for energy, consumer debt payments,
or general or regional economic weakness, or weather on sales and customer
travel, discretionary income or personal expenditure activity of our customers;
the ability of the Company to identify, acquire and sell successful new lines
of
retail merchandise and new menu items at our restaurants; the ability of the
Company to sustain or the effects of plans intended to improve operational
execution and performance; changes in or implementation of additional
governmental or regulatory rules, regulations and interpretations affecting
tax,
wage and hour matters, health and safety, pensions, insurance or other
undeterminable areas; the effects of plans intended to promote or protect the
Company’s brands and products; commodity, workers compensation, group health and
utility price changes; consumer behavior based on negative publicity or concerns
over nutritional or safety aspects of the Company’s products or restaurant food
in general, including concerns about E. coli bacteria, hepatitis A, “mad cow”
disease, “foot-and-mouth” disease, and bird flu, as well as the possible effects
of such events on the price or availability of ingredients used in our
restaurants; changes in interest rates or capital market conditions affecting
the Company’s financing costs or ability to obtain financing or execute
initiatives; the effects of business trends on the outlook for individual
restaurant locations and the effect on the carrying value of those locations;
the ability of the Company to retain key personnel during and after the
restructuring process; the ability of and cost to the Company to recruit, train,
and retain qualified hourly and management employees; the effects of increased
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CBRL
Announces Preliminary Results of Tender Offer
Page
3
01/12/07
competition
at Company locations on sales and on labor recruiting, cost, and retention;
the
availability and cost of suitable sites for restaurant development and our
ability to identify those sites; changes in building materials and construction
costs; the actual results of pending, future or threatened litigation or
governmental investigations and the costs and effects of negative publicity
associated with these activities; practical or psychological effects of natural
disasters or terrorist acts or war and military or government responses;
disruptions to the company’s restaurant or retail supply chain; changes in
foreign exchange rates affecting the Company’s future retail inventory
purchases; implementation of new or changes in interpretation of existing
accounting principles generally accepted in the United States of America
(“GAAP”); effectiveness of internal controls over financial reporting and
disclosure; and other factors described from time to time in the Company’s
filings with the Securities and Exchange Commission, press releases, and other
communications.
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END
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