CBRL Group, Inc. Schedule TO-I/A 05/01/07
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
Schedule
TO
(Amendment
No. 2)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE
SECURITIES EXCHANGE ACT OF 1934
_____________________
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 accreted
value of the Liquid Yield Option Notes due 2032 (Zero Coupon—Senior) (the “Old
Notes”), as
described
herein, is $475.01 per $1,000 principal amount at maturity. As of March 20,
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. In the transaction,
up
to $422,050,000 in principal amount of Zero Coupon Senior Convertible Notes
due
2032 (the
“New
Notes” are being offered in exchange for the Old Notes.
**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-I
Date
Filed: March
20, 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
INTRODUCTORY
STATEMENT TO AMENDMENT NO. 2
This
Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer
Statement on Schedule TO filed by CBRL Group, Inc., a Tennessee corporation
(“CBRL” or the “Company”), with the Securities and Exchange Commission (the
“SEC”) on March 20, 2007, (the “Schedule TO”), as amended by Amendment No. 1 to
Schedule TO filed by the Company with the SEC on April 17, 2007 (“Amendment
No.1”) (the Schedule TO, as amended by Amendment No.1, the “Existing Schedule
TO”) relating to an offer by the Company to exchange (the “Exchange Offer”) up
to $422,030,000 in principal amount at maturity of the Company’s Zero Coupon
Senior Convertible Notes due 2032 (the “New Notes”) plus an exchange fee for the
Company’s issued and outstanding Liquid Yield Option Notes due 2032 (Zero
Coupon—Senior) (the “Old Notes”). Originally, there were $422,050,000 principal
amount at maturity of Old Notes outstanding; however, on April 3, 2007, as
required by the controlling indenture, the Company purchased $20,000 in
principal amount at maturity of Old Notes. The Exchange Offer is being made
upon
the terms and subject to the conditions set forth in the Exchange Circular
dated
March 20, 2007 (the “Exchange Circular”) (filed as exhibit (a)(1)(A) to the
Schedule TO), the Supplement to Exchange Circular dated April 17, 2007 (the
“Supplement”) (filed as exhibit (a)(1)(E) to Amendment No. 1), the Letter of
Transmittal (filed as exhibit (a)(1)(B) to the Schedule TO) and the Amended
and
Restated Letter of Transmittal (filed as Exhibit (a)(1)(F) to Amendment No.
1).
This
Amendment No. 2 is intended to satisfy the reporting requirements of Rule
13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The Company
is
making the Exchange Offer pursuant to an exemption from registration under
Section 3(a)(9) of the Securities Act of 1933, as amended.
The
information in the Exchange Circular, the Supplement and the related Letter
of
Transmittal and Amended and Restated Letter of Transmittal is incorporated
herein by reference into Amendment No. 2, except that such information is hereby
amended and supplemented as follows:
Item
11. Additional Information
Item
11
of the Existing Schedule TO is hereby amended and supplemented by adding the
following information:
On
May 1,
2007, the Company issued a press release announcing the results of the Exchange
Offer, which expired at 5:00 p.m., New York City time, on Monday, April 30,
2007. A copy of that press release is filed as Exhibit (a)(5)(D) to this
Amendment No. 2 and is incorporated herein by reference. As of the expiration
of
the Exchange Offer, $375,931,000 aggregate principal amount at maturity of
Old
Notes, representing approximately 89% of the amount of Old Notes outstanding,
had been tendered in exchange for an equal principal amount of New Notes. All
Old Notes that were properly tendered were accepted for exchange. The exchange
of New Notes for Old Notes is expected to take place on May 3, 2007. Following
the consummation of the Exchange Offer, there are outstanding $46,099,000
aggregate principal amount at maturity of Old Notes and $375,931,000 aggregate
principal amount at maturity of New Notes.
Item
12. Exhibits
See
Exhibit Index immediately following signature page of this Amendment
No.2.
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:
May 1, 2007
EXHIBIT
INDEX
Exhibit
Number Description
(a)(1)(A) |
|
Exchange Circular dated March 20, 2007
(incorporated by reference to Exhibit (a)(1)(A) to the Company's Tender
Offer Statement on Schedule TO filed on
March 20, 2007
(the "Original Schedule TO")) |
|
|
|
(a)(1)(B) |
|
Letter
of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the
Original Schedule TO) |
|
|
|
(a)(1)(C) |
|
Letter to Brokers (incorporated by reference
to Exhibit (a)(1)(C) to the Original Schedule TO) |
|
|
|
(a)(1)(D) |
|
Letter
to Clients (incorporated by reference to Exhibit (a)(1)(D) to the Original
Schedule TO) |
|
|
|
(a)(1)(E) |
|
Supplement
to Exchange Circular dated April 17, 2007 (incorporated by reference
to
Exhibit (a)(1)(E) to Amendment No. 1 to the Company’s Tender
Offer Statement
on Schedule
TO filed on April 17, 2007 (“Amendment No. 1”)) |
|
|
|
(a)(1)(F) |
|
Amended and Restated Letter of Transmittal
(incorporated by reference to Exhibit (a)(1)(F) to Amendment No.
1) |
|
|
|
(a)(2)-(a)(4) |
|
Not applicable |
|
|
|
(a)(5)(A) |
|
Press
Release dated March 20, 2007 (incorporated by reference to Exhibit
(a)(5)(A) to the Original Schedule TO) |
|
|
|
(a)(5)(B) |
|
Press Release dated April 17, 2007
(incorporated by reference to Exhibit (a)(5)(B) to Amendment No.
1) |
|
|
|
(a)(5)(C) |
|
Press Release dated April 25, 2007
(incorporated by reference to Exhibit 99.1 to the Company’s Current Report
on Form 8-K dated and filed on April 25, 2007) |
|
|
|
(a)(5)(D) |
|
Press Release dated May 1, 2007 |
|
|
|
(b)(1) |
|
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) |
|
|
|
(b)(2) |
|
Amendment No. 1 to Credit Agreement |
|
|
|
(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 May
1,
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 4 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. (incorporated by reference to Exhibit (h) to the
Original Schedule TO) |
|
|
|