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
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: ý
This
Amendment No. 3 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 and Amendment No. 2 to the Tender Offer Statement
filed with the Commission on January 12, 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. 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
January 18, 2007, 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 January 11, 2007. 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 January 18, 2007 (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.
CBRL
GROUP,
INC.
By:
___/s/
N.B. Forrest Shoaf _______
Name:
N.B.
Forrest Shoaf
Title: Senior
Vice President, Secretary
and
General Counsel
Dated:
January 18, 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)***
|
| (a)(5)(F) | Press Release dated January 18, 2007 (announcing final
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 teh 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
***
Previously filed on Schedule TO-I/A on January 12,
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 FINAL RESULTS OF TENDER OFFER
LEBANON,
Tenn. (January 18, 2007) -- CBRL Group, Inc. (the “Company”) (Nasdaq: CBRL)
announced today that it has accepted for payment an aggregate of 5,434,773
shares of its common stock at a purchase price of $46 per share under its
modified “Dutch Auction” tender offer, which expired at 12:00 midnight, New York
City time on January 11, 2007. Applicable law allowed the Company to purchase
an
additional 4,773 shares in addition to the 5,430,000 sought in the offer and
remain within the $250 million limit established by the Company’s Board of
Directors. These shares represent approximately 17.3% of the shares outstanding
as of December 22, 2006. The Company has been informed by the depositary for
the
tender offer that the final proration factor for the tender offer is
approximately 89.7%.
Based
on
the final count by the depositary for the tender offer, approximately 6.1
million shares were properly tendered and not withdrawn at prices ranging from
$42 to $46 per share.
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 26 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 552 Cracker Barrel
Old Country Store®
restaurants and gift shops located in 41 states.
-END-