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December 21, 2006
Via Facsimile (615) 744-5768 and U.S. Mail
Laureen K. Kuzur, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
Commerce Center, Suite 1000
211 Commerce Street
Nashville, TN 37201
RE: CBRL Group, Inc.
Schedule TO-I filed December 13, 2006
File No. 005-60679
Dear Ms. Kuzur:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
Because your filings are similar, we have issued comments that are
applicable to all three filings, unless the comment specifies
otherwise. In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO-I
Exhibit (a)(1)(I)
1. The press release included in this exhibit appears to have been
a
preliminary communication. Please confirm that you understand
your
preliminary communication should have been filed under cover of
Schedule TO-C and that communications subsequent to or that
otherwise
amend the offer to purchase will appear under cover of Schedule
TO-
T/A.
Exhibit (a)(1)(J)
2. You stated in this press release that all forward-looking
information was provided pursuant to the safe harbor established
under the Private Securities Litigation Reform Act of 1995. Note
that the safe harbor protections for forward-looking statements
contained in the federal securities laws do not apply to
statements
made in connection with a tender offer. See Section 21E(b)(2)(C)
of
the Securities Exchange Act of 1934 and Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations. Please confirm that
you will avoid making reference to that Act in all future
communications in connection with the tender offer.
Offer to Purchase
Summary Term Sheet, page 1
3. Refer to the question "Are there any conditions to the tender
offer?" and the related answer. It appears that the disclosure in
describes conditions to the offer. If so, please revise here, and
throughout the offer document, as necessary, the condition
described
in the sixth bullet point. Note that conditions may not be
subject
to your sole discretion and that you should include a
reasonableness
standard. The ability of the issuer to determine, in its sole
discretion, whether a condition has occurred may render the offer
illusory.
Conditions of the Offer, page 31
4. See our comment above. A tender offer may be conditioned on a
variety of events and circumstances, provided that they are not
within the direct or indirect control of the bidder, and are
drafted
with sufficient specificity to allow for objective verification
that
the conditions have been satisfied. With this in mind, please
revise
the conditions that relate to a material impairment of the
contemplated benefits the bidder may enjoy from the offer. Please
revise to specify or generally describe the benefits of the offer
to
you so that security holders will have the ability to objectively
determine whether the condition has been triggered.
Interests of Directors and Officers, page 27
5. With respect to your disclosure in the second paragraph of this
section and in the first paragraph of page 40 please tell us why
you
need to qualify your disclosure "to [your] knowledge." What
prevents
you from knowing and disclosing this information? Please explain
or
delete the qualifier.
Material United States Federal Income Tax Consequences, page 42
6. While you may recommend that security holders consult their
individual tax advisors with respect to their particular tax
consequences, you may not "urge" them to do so. Please revise.
Extension of the Tender Offer, page 45
7. We note you have reserved the right to extend the offer "at any
time and from time to time." Please revise the disclosure in the
first paragraph of this section to make clear that any extension
will
be made in compliance with Rule 14e-1(d).
Letter of Transmittal
8. We note that on page 10 of the Letter of Transmittal you
improperly require tendering security holders to certify that they
(i) have "read and understand" the offer to purchase and related
letter of transmittal, and (ii) have consulted their tax advisor
and
financial advisors with regard to how the tender offer will impact
their personal situation. Please revise to delete the requirement
that security holders make the referenced certifications.
Alternatively, amend the form to include a legend in bold typeface
that indicates you do not view the certifications made by security
holders as a waiver of liability and that you p4romise not to
assert
that this provision constitutes a waiver of liability.
Closing Information
Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response. If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the issuer is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.
In connection with responding to our comments, please
provide,
in writing, a statement from the issuer acknowledging that:
* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3619. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Special Counsel
Office of Mergers &
Acquisitions
Laureen K. Kuzur, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
December 21, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE