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[BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC LETTERHEAD]
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COMMERCE
CENTER
SUITE
1000
211
COMMERCE STREET
NASHVILLE,
TENNESSEE 37201
PHONE:
615.726.5600
FAX:
615.726.0464
MAILING
ADDRESS:
P.O.
BOX 190613
NASHVILLE,
TENNESSEE 37219
WWW.BAKERDONELSON.COM
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Gary
M.
Brown
Direct
Dial: (615) 726-5763
Direct
Fax: (615) 744-5763
E-Mail
Address: gbrown@bakerdonelson.com
April
19,
2006
Ms.
Celeste M. Murphy
Special
Counsel
Office
of
Mergers and Acquisitions
United
States Securities and Exchange Commission
100
F.
Street NE
Washington,
DC 20549-3628
VIA
EDGAR
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Re:
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CBRL
Group, Inc. Schedule TO-I Filed on March 31,
2006
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SEC
File
No. 005-60679
Dear
Ms.
Murphy:
As
counsel for CBRL Group, Inc. (the “Company”) I acknowledge receipt of the letter
dated April 14, 2006 (the “Comment Letter”). The responses of the Company to the
comments are keyed to the numbering in the Comment Letter.
Return
of Unpurchased Shares, page 27.
1. COMMENT:
Please
amend your disclosure to state that you will return unpurchased shares promptly,
as opposed to reasonably promptly. See Rule 13e-4(f)(5) and Rule 14e-1(c).
Please make corresponding changes throughout your document, including, but
not
limited to page 30. We note that you will pay for shares within 5 days after
the
expiration date and your acknowledgement on page 53 that the Exchange Act
requires the Company to pay consideration offered or return the shares tendered
promptly after the termination or withdrawal of the offer. Further, on page
30,
you should make the appropriate statement that shares not purchased will
be
returned promptly, not as promptly as practicable.
RESPONSE:
The
Company is amending and refiling herewith its Schedule TO to amend Item 4(a)
as
follows:
| · |
The
word “reasonably” is deleted from the first sentence following the
sub-heading Return
of Unpurchased Shares
on
page 27 of the Offer to Purchase.
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| · |
The
first sentence of the fourth, full paragraph on page 30 of the
Offer to
Purchase is hereby amended and restated to read as
follows:
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“In
the
event of proration, we will determine the proration factor and pay for those
tendered shares accepted for payment promptly after the expiration
date.”
Conditions
of the Offer, page 32.
2. COMMENT:
In
our
view,
you
may condition a tender offer on any number
of
conditions, as long as they are described with reasonable specificity, capable
of some measure of objective verification, and outside of your control. In
the
first and last paragraphs in this section, the phrase “regardless of the
circumstances
giving
rise to the event or events” (on page 32) and “regardless of circumstances” (on
page 34) respectively, is not consistent with our
position
because it purports to allow you to assert an offer condition even when the
condition is “triggered” by your own
action
or
inaction. Please revise in accordance with our position.
RESPONSE:
The
Company shall add the following parenthetical to the above referenced language:
“(except to the extent that such circumstances arise out of our action or
omission).”
Accordingly,
the Company is amending and refiling herewith its Schedule TO to amend Item
4(a)
as follows:
| · |
The
first paragraph of Section 7 (“Conditions of the Tender Offer”) on page 32
of the Offer to Purchase is hereby amended and restated to read
as
follows:
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“Notwithstanding
any other provision of the tender offer, we will not be required to accept
for
payment, purchase or pay for any shares tendered, and may terminate or amend
the
tender offer or may postpone the acceptance for payment of, or the purchase
of
and the payment for shared tendered, subject to the rules under the Exchange
Act, if, at any time on or after March 31, 2006 and before the expiration
of the
tender offer, any of the following events shall have occurred (or shall have
been reasonably determined by us to have occurred) that, in our reasonable
judgment and regardless of the circumstances giving rise to the event or
events
(except to the extent that such circumstances arise out of our action or
omission), make it inadvisable to proceed with the tender offer or with
acceptance for payment:…”
| · |
The
first sentence of the last paragraph on page 34 of the Offer to
Purchase
is hereby amended and restated to read as
follows:
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“The
foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any of these conditions (except
to the extent that such circumstances arise out of our action or omission),
and
may be waived by us, in whole or in part, at any time and from time to time,
before the expiration of the tender offer, in our sole discretion.”
3. COMMENT:
In the
first paragraph on page 32, you state that you may decide to terminate the
exchange offer if one of the listed offer conditions occurs and you make
the
secondary determination that it is “inadvisable to proceed with the
offer.” However,
if a listed offer condition is implicated by events that occur during the
exchange offer, in order to continue the offer, you must waive that condition.
As you are aware, waiver of an offer condition may require an extension of
the
offer and/or dissemination of additional offering material. Please confirm
your
understanding in a supplemental response.
RESPONSE:
The
Company confirms its understanding that the waiver of an offer condition
may
require an extension of the offer and/or dissemination of additional offering
material to security holders.
4. COMMENT:
The
offer
condition in the last sub-bullet of the third bullet point, regarding any
change
or changes . . . in the business. . ..
or
prospects of
the
company. . . is
vague.
Please revise to specify or generally describe the prospects to which you
refer
and clarify what you mean by a material adverse significance in your prospects,
so that security holders will have the ability to objectively determine whether
the condition has been triggered. Please make the corresponding change to
the
same condition regarding the company’s subsidiaries on page 34, at the sixth
bullet point.
RESPONSE:
The
Company is amending and refiling herewith its Schedule TO to amend Item 4(a)
as
follows:
| · |
The
phrase “, operations or prospects” is deleted from the first sub-bullet
point on page 33 of the Offer to Purchase and replace with “or
operations.”
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| · |
The
word “prospects” is deleted from the second bullet point on page 34 of the
Offer to Purchase.
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On
behalf
of the Company, the Company acknowledges that (i) it is responsible for the
adequacy and accuracy of the disclosure in the filings; (ii) 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 (iii) the Company 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.
Please
feel free to contact me with respect to this response to the Comment Letter
and
the Schedule TO-I/A being filed herewith.
Very
truly yours,
BAKER,
DONELSON, BEARMAN,
CALDWELL
& BERKOWITZ, P.C.
/s/
Gary
M. Brown
Gary
M.
Brown
cc:
N.B.
Forrest Shoaf, Esq.