|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
|
$200,479,971
|
$6,155
|
|
(a)
|
The
name of the issuer is CBRL Group, Inc. The address of CBRL’s principal
executive office is 305 Hartmann Drive, Lebanon, Tennessee 37088.
CBRL’s
telephone number is (615) 444-5533.
|
|
(b)
|
Securities.
The Exchange Offer relates to the Company’s Liquid Yield Option Notes due
2032 (Zero Coupon—Senior) (referred to in the Exchange Offer as the “Old
Notes”). There are $422,050,000 in aggregate original principal amount
of
Old Notes outstanding.
|
|
(c)
|
Trading
Market and Price. There is no established reporting system or trading
market for trading in the Old Notes. Although from time-to-time,
the Old
Notes may be over the counter, the Company does not believe that
there is
any practical way to accurately determine the trading history of
the Old
Notes. To the extent that the Old Note are traded, prices of the
Old Notes
may fluctuate widely depending on trading volume, the balance between
buy
and sell orders, prevailing interest rates, the Company’s operating
results, the market price and implied volatility of the Common
Stock and
the market for similar securities. Each $1,000 in principal amount
of Old
Notes (and of the New Notes) however, is convertible into 10.8584
shares
of the Company’s $0.01 par value common stock. See “Description of Capital
Stock” and
|
| “Price Range and Dividend History of our Common Stock” in the Exchange Circular, which sections are incorporated herein by reference. |
|
Name
|
Position
|
|
Michael
A. Woodhouse
|
Chairman,
President and Chief Executive Officer
|
|
Lawrence
E. White
|
Senior
Vice President, Finance and Chief Financial Officer
|
|
N.
B. Forrest Shoaf
|
Senior
Vice President, General Counsel and Corporate Secretary
|
|
Edward
A. Greene
|
Senior
Vice President, Strategic Initiatives
|
|
Simon
Turner
|
Senior
Vice President, Marketing and Innovation and Chief Marketing
Officer
|
|
Diana
S. Wynne
|
Senior
Vice President, Corporate Affairs
|
|
Patrick
A. Scruggs
|
Vice
President, Accounting and Tax and Chief Accounting
Officer
|
|
James
D. Carreker
|
Director
|
|
Robert
V. Dale
|
Director
|
|
Richard
J. Dobkin
|
Director
|
|
Robert
C. Hilton
|
Director
|
|
Charles
E. Jones, Jr.
|
Director
|
|
B.
F. “Jack” Lowery
|
Director
|
|
Martha
M. Mitchell
|
Director
|
|
Erik
Vonk
|
Director
|
|
Andrea
M. Weiss
|
Director
|
|
Jimmie
D. White
|
Director
|
| (1) |
none
of the Company or its executive officers, directors, subsidiaries
or other
affiliates has any beneficial interest in the Old Notes
and
|
|
(2)
|
none
of the Company or its executive officers, directors, subsidiaries
or other
affiliates has effected any transaction in the Old Notes within the
60
days preceding the date of this Schedule TO.
|
| (a) |
Financial
Information. Pursuant
to Instruction 1 to Item 10 of Schedule TO, the Company does not
believe
that its financial statements are material to a holder’s decision whether
to exchange the Old Notes for the New Notes. The holders of Old
Notes are
existing security holders. For many of the same reasons that registration
of the New Notes is not required under the Securities Act of 1933
(pursuant to section 3(a)(9) thereof), new financial information
regarding
the Company is not material to holders of Old Notes. The New Notes
are
identical to the Old Notes in their terms, interest rate, maturity
and
other substantive provisions. As described in the Exchange Circular,
the
primary difference in the New Notes as compared to the Old Notes
is the
addition of a “net share settlement” feature that allows the Company, upon
conversion of the New Notes, to settle its conversion obligations
primarily in cash rather than in shares of its common stock. In
addition:
(1) the exchange offer is not subject to any financing conditions,
(2) the
exchange offer applies to all outstanding Old Notes and (3) the
Company is
a public reporting company under Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, that files reports electronically
on
EDGAR.
|
| (b) |
Pro-Forma
Information.
Not Applicable.
|
|
(a)
|
Not
applicable.
|
|
(b)
|
Other
Material Information. The information set forth in the Exchange Circular,
a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A),
as it
may be amended or supplemented from time to time, is incorporated
herein
by reference.
|
| Exhibit Number | Description |
|
(a)(1)(A)
|
Exchange
Circular March 20, 2007
|
| (a)(1)(B) | Letter of Transmittal |
| (a)(1)(C) | Letter to Brokers |
| (a)(1)(D) | Letter to Clients |
|
(a)(2)-(a)(4)
|
Not
applicable
|
| (a)(5)(A) | Press Release dated March 20, 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)
|
| (d)(8) |
Form
of Indenture, to be dated as of April 17, 2007, among the Company,
the
Guarantors (as defined therein) and Regions Bank, an Alabama banking
corporation, as trustee, relating to the Company’s zero-coupon senior
convertible notes due 2032 (incorporated by reference to
Exhibit 99.T3C to the Company’s Application for Qualification of
Indenture on Form T-3 filed with the Commission on March 20,
2007)
|
| (e) | Not applicable |
| (f) | Not applicable |
| (g) | Not applicable |
| (h) | Opinion of Baker, Donelson, Bearman Caldwell & Berkowitz, P.C. |