Gary
M. Brown
Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC
Commerce
Center, Suite 1000
211
Commerce Street
Nashville,
Tennessee 37201
Telephone:
(901) 726-5600
|
Sam
D. Chafetz
Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC
165
Madison Avenue, Suite 2000
Memphis,
TN 38103
Telephone:
(901) 526-2000
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$770,500,000
|
$82,444
|
Amount Previously Paid: $82,444 | Filing Party: CBRL Group, Inc. |
Form or Registration No.: Schedule TO | Date Filed: March 31, 2006 |
· |
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.
|
· |
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:
|
· |
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:
|
· |
The
phrase “, operations or prospects” is deleted from the first sub-bullet
point on page 33 of the Offer to Purchase and replaced with “or
operations.”
|
· |
The
word “prospects” is deleted from the second bullet point on page 34 of the
Offer to Purchase.
|
· |
The
first sentence of the last paragraph on page 34 of the Offer to Purchase
is hereby amended and restated to read as
follows:
|
Dated:
April 19, 2006
|
CBRL
GROUP, INC.
|
|
By:
|
/s/
Lawrence E. White
|
|
Name:
|
Lawrence
E. White
|
|
Title:
|
Senior
Vice President - Finance and Chief Financial
Officer
|
Exhibit
Number
|
Description
|
(a)(1)(A)
|
Offer
to Purchase, dated March 31, 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 March 31, 2006*
|
(a)(1)(E)
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies
and Other Nominees, dated March 31, 2006*
|
(a)(2)-(a)(4)
|
Not
applicable
|
(a)(5)(A)
|
Press
Release dated March 17, 2006 (incorporated by reference to Exhibit
99.4 to
the Company’s Current Report on Form 8-K for the period ended March 16,
2006 and filed with the SEC on March 17, 2006) *
|
(a)(5)(B)
|
Letter
to Shareholders from the Chairman, President and Chief Executive
Officer,
dated March 31, 2006*
|
(a)(5)(C)
|
Press
Release dated March 31, 2006*
|
(a)(5)(D)
|
Summary
Advertisement Published in the New York Times on March 31,
2006*
|
(b)(1)
|
Commitment
Letter from Wachovia Bank, National Association (incorporated by
reference
to Exhibit 99.1 to the Company’s Current Report on Form 8-K for the period
ended March 16, 2006 and filed with the SEC on March 17,
2006)
|
(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)
|
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)
|
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)(8)
|
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)(9)
|
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)(10)
|
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 the SEC on September 26, 2005)
|
(d)(11)
|
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)
|
(d)(12)
|
2006
Success Plan*
|
(d)(13)
|
Form
of Success Award Notice under the 2006 Success Plan*
|
(e)
|
Not
applicable
|
(g)
|
Not
applicable
|
(h)
|
Not
applicable
|