SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________________
Schedule
TO/A
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT
NO. 1
_______________________
CBRL
Group, Inc.
(Name
of Subject Company (Issuer))
_______________________
CBRL
Group, Inc. (Issuer)
(Name
of Filing Person (Offeror and Issuer))
_______________________
Liquid
Yield Option Notes due 2032 (Zero Coupon - Senior)
(Title
of Class of Securities)
12489 VAB2 and 12489 VAA4
(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) 444-5533
(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:
(615) 726-5600
____________________________
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
|
$200,479,971
|
$6,155
|
* Estimated
solely for purposes of determining the amount of the filing fee. The purchase
price of the Liquid Yield Option Notes due 2032 (Zero Coupon—Senior) (the
“Securities”),
as
described herein, is $475.01 per $1,000 principal amount at maturity
outstanding. As of January 26, 2007 there was $422,050,000 in aggregate
principal amount at maturity of Securities
outstanding, resulting in an aggregate maximum purchase price of
$200,479,971.
** 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 $30.70 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: 6,155 Filing
Party: CBRL
Group, Inc.
Form
or
Registration No.: Schedule
TO Date
Filed: March 6, 2007
¨ 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
2
INTRODUCTORY
STATEMENT
This
Amendment No. 1 (the “Amendment”)
amends
and supplements the Tender Offer Statement on Schedule TO-I (“Schedule
TO”)
filed
by CBRL Group, Inc., a Tennessee corporation (“CBRL”
or
the
“Company”)
on
March 6, 2007 pursuant to the terms and subject to the conditions set forth
in
the Indenture, dated as of April 3, 2002, as amended (the “Indenture”),
among
CBRL, the subsidiary guarantors party thereto and U.S. Bank, National
Association, as successor to Wachovia Bank National Association, as trustee
(the
“Trustee”),
with
respect to the right of each holder (the “Holder”)
of the
Company’s Liquid Yield Option Notes due 2032 (Zero Coupon—Senior) (the
“Securities”)
to
sell and the obligation of the Company to purchase the Securities, as set forth
in the Company Notice to Holders of Liquid Yield Option Notes due 2032, dated
March 6, 2007 (the “Company
Notice”).
The
Company Notice and the related materials filed as exhibits to the Schedule
TO
and incorporated into this Amendment collectively constitute the “Put
Option.”
This
Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4)
of the Securities Exchange Act of 1934, as amended.
The
Put
Option expired at 5:00 p.m., New York City time, on April 3, 2007. The Company
has been advised by the Trustee, acting as paying agent (the “Paying
Agent”),
that,
pursuant to the terms of the Put Option, Securities with an aggregate principal
amount at maturity of $20,000 were validly surrendered and not withdrawn
prior to the expiration of the Put Option. The Company has accepted for purchase
all of the Securities validly surrendered and not withdrawn. The purchase price
for the Securities pursuant to the Put Option was $475.01 in cash per $1,000
principal amount at maturity. Accordingly, the aggregate purchase price for
all
the Securities validly surrendered and not withdrawn prior to the expiration
of
the Put Option was $9,500.20. The Company has forwarded cash in payment of
the purchase price to the Paying Agent to distribute to the Holders. After
the
purchase pursuant to the Put Option, approximately $422,030,000 principal amount
at maturity of the Securities remains outstanding.
Items
1 through 11.
Not
applicable.
Item
12. Exhibits.
See
Exhibit Index immediately following signature page
Item
13. Information
Required by Schedule 13E-3.
Not
applicable.
3
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:
April 4, 2007
4
EXHIBIT
INDEX
Exhibit
Number Description
| (a)(1)(A) | Company Notice, dated March 6, 2007 (incorporated by reference to Exhibit (a)(1)(A) to the Company's Tender Offer Statement on Schedule TO-I dated March 6, 2007 and filed with the SEC on March 6, 2007) | |
| (a)(1)(B) | Form of Substitute Form W-9 (incorporated by reference to Exhibit (a)(1)(B) to the Company's Tender Offer Statement on Schedule TO-I dated March 6, 2007 and filed with the SEC on March 6, 2007) | |
| (a)(2)-(a)(4) | Not applicable | |
| (a)(5)(A) | Press Release dated March 6, 2007 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated March 6, 2007 and filed with the SEC on March 6, 2007) | |
| (b) | Credit Agreement dated as of April 27, 2006 among CBRL Group, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto and Wachovia Bank, National Association, as Administrative Agent and Collateral Agent (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 28, 2006) | |
| (d)(1) | Indenture, dated as of April 3, 2002 (the “LYONS Indenture”), among the Company, the Guarantors (as defined therein) and U.S. Bank, National Association, as trustee, successor to Wachovia Bank, National Association, as trustee, relating to the Company’s zero-coupon convertible senior notes (the “Notes”) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2002) | |
| (d)(2) | Form of Certificate for the Notes (included in the LYONS Indenture incorporated by reference as Exhibit 4(d) hereof) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2002) | |
| (d)(3) | Form of Guarantee of the Notes (included in the LYONS Indenture filed as Exhibit 4(d) hereof) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2002) | |
| (d)(4) | First amendment, dated as of June 19, 2002, to the LYONS Indenture (incorporated by reference to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended July 30, 2004) | |
| (d)(5) | Second amendment, dated as of July 30, 2004, to the LYONS Indenture (incorporated by reference to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended July 30, 2004) | |
| (d)(6) | Third amendment, dated as of December 31, 2004, to the LYONS Indenture (incorporated by reference to the Company’s Quarterly Report on Form 10-Q the quarterly period ended January 28, 2005) | |
| (d)(7) | Fourth amendment, dated as of January 28, 2005, to the LYONS Indenture (incorporated by reference to the Company’s Current Report on Form 8-K under the Exchange Act filed on February 2, 2005) | |
| (e) | Not applicable | |
| (g) | Not applicable | |
| (h) | Not applicable | |