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

 

 

 

 

CBRL Group, Inc.

(Name of Subject Company (Issuer))

 

 

 

 

CBRL Group, Inc. (Issuer)

(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

 

 

 

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

 

This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the tender offer by CBRL Group, Inc. a Tennessee corporation (“CBRL” or 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, dated December 13, 2006 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) respectively, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

 

Item 1.  Summary Term Sheet.

 

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

 

Item 2.  Subject Company Information.

 

 

 

 

Item 3.  Identity and Background of Filing Person.

 

CBRL is the filing person. CBRL’s business address and business telephone number are set forth in Item 2(a) above. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

The following persons are the executive officers and/or directors of CBRL:

 

 

The business address and telephone number of each of the above executive officers and directors is c/o CBRL Group, Inc., 305 Hartmann Drive, P. O. Box 787, Lebanon, TN 37088-0787 and (615) 443-9869.

 

Item 4.  Terms of the Transaction.

 

 

 

 

Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

 

The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

 

Item 6.  Purposes of the Transaction and Plans or Proposals.

 

 

 

 

Item 7.  Source and Amount of Funds or Other Consideration.

 

The information set forth in Section 9 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

 

Item 8.  Interest in Securities of the Subject Company.

 

The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

 

Item 9.  Persons/Assets Retained, Employed, Compensated or Used.

 

The information set forth in Section 15 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

Item 10.  Financial Statements.

 

In accordance with the instructions to Item 10 of Schedule TO, financial statements are not considered material because: (1) the consideration offered consists solely of cash; (2) the offer is not subject to any financing condition; and (3) CBRL is a public reporting company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR.

 

Item 11.  Additional Information

 

 

 

The Company undertakes to amend and disseminate as necessary a revised Schedule TO to incorporate by reference future periodic reports made by the Company.

 

Item 12.  Exhibits

 

 

Item 13.  Information Required by Schedule 13E-3.

 

Not applicable.

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.

 

Name: Lawrence E. White

 

Dated: December 13, 2006

EXHIBIT INDEX

 

Offer to Purchase for Cash By

 

 

Of Up to 5,430,000 Shares of its Common Stock
(including the associated common stock purchase rights)
at a Purchase Price Not Greater Than $46.00 Nor Less Than $42.00 Per Share

 

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 11, 2007, UNLESS THE COMPANY EXTENDS THE TENDER OFFER.

 

CBRL Group, Inc., a Tennessee corporation (referred to herein as “we,” “us,” the “Company” or “CBRL”), is offering to purchase for cash up to 5,430,000 shares of its common stock, par value $0.01 per share (“common stock”), including the associated common stock purchase rights (“associated 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 greater than $46.00 nor less than $42.00 per share, net to the seller in cash, after any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this document and the related letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the tender offer). Unless the context otherwise requires, all references to shares mean our common stock and also include the associated rights. Unless the associated rights are redeemed prior to the expiration of the tender offer, a tender of the shares will constitute a tender of the associated rights.

 

On the terms and subject to the conditions of the tender offer, we will determine the single per share price, not greater than $46.00 nor less than $42.00 per share, net to the seller in cash, after any applicable withholding taxes and without interest, that we will pay for shares properly tendered and not properly withdrawn in the tender offer, taking into account the total number of shares so tendered and the prices specified by the tendering shareholders. We will select the lowest purchase price (in multiples of $0.25) within the price range specified above that will allow us to purchase up to 5,430,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn. All shares that we acquire in the tender offer will be acquired at the same purchase price, regardless of whether the shareholder tendered at a lower price. We will purchase only shares properly tendered at prices at or below the purchase price that we determine and that are not properly withdrawn, on the terms and subject to the conditions of the tender offer. However, because of the odd lot priority, conditional tender and proration provisions described in this document, we may not purchase all of the shares tendered even if shareholders tendered at or below the purchase price that we determine if more than the number of shares we seek are properly tendered. We reserve the right, in our sole discretion, to purchase more than 5,430,000 shares in the tender offer, subject to applicable law and a limit of $250 million established by our Board of Directors. We will not purchase shares tendered at prices greater than the purchase price that we determine or shares that we do not accept for purchase because of odd lot priority, conditional tender or proration provisions. Shares not purchased in the tender offer will be returned to the tendering shareholders at our expense promptly after the expiration of the tender offer. See Section 1.

 

THE TENDER OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING NOR ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.

 

The dealer manager for the tender offer is:

 

 

Offer to Purchase dated December 13, 2006

IMPORTANT

 

If you wish to tender all or any part of your shares, you should either (1) complete and sign a letter of transmittal according to the instructions in the letter of transmittal and mail or deliver it, together with any required signature guarantee and any other required documents, including the share certificates, to Computershare Trust Company, N.A., the depositary for the tender offer, or (2) tender the shares according to the procedure for book-entry transfer described in Section 3, or (3) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that nominee if you desire to tender your shares. If you desire to tender your shares and (1) your share certificates are not immediately available or cannot be delivered to the depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the depositary by the expiration of the tender offer, you must tender your shares according to the guaranteed delivery procedure described in Section 3.

 

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR, IF YOU DO TENDER YOUR SHARES, THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF YOU DO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN MAKING YOUR DECISION, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. ALL OF OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY OF THEIR SHARES IN THE TENDER OFFER.

 

Our common stock is listed and traded on the NASDAQ Global Select Market (“Nasdaq”) under the trading symbol “CBRL.” We publicly announced the tender offer after the close of the market on December 6, 2006. On that date, the reported closing price of our common stock on the Nasdaq was $42.97 per share. On December 12, 2006, the last trading day prior to printing this offer to purchase, the reported closing price of our common stock on the Nasdaq was $43.39 per share. We urge shareholders to obtain current market quotations for our common stock before deciding whether and at what price or prices to tender their shares. See Section 8.

 

You may direct questions and requests for assistance to D.F. King & Co., Inc., the information agent for the tender offer, or Wachovia Capital Markets, LLC, the dealer manager for the tender offer, at their respective addresses and telephone numbers set forth on the back cover page of this document. You may direct requests for additional copies of this document, the letter of transmittal or the notice of guaranteed delivery to the information agent or the dealer manager.

 

We are not making the tender offer to (nor will we accept any tender of shares from or on behalf of) shareholders in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary for us to make the tender offer in any such jurisdiction and extend the tender offer to shareholders in such jurisdiction.

 

TABLE OF CONTENTS

 

 

We are providing this summary term sheet for your convenience. This summary does not describe all of the details of the tender offer to the same extent that they are described later in this document. We encourage you to read this entire document and the related letter of transmittal because they contain the full details of the tender offer. We have included references to the sections of this document where you will find a more complete discussion.

 

 

This document contains or incorporates by reference not only historical information, but also forward-looking statements relating to our operations that are based on our expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will,” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements.

 

In deciding whether to participate in the tender offer, each shareholder should consider carefully, in addition to the other information contained or incorporated by reference herein, that our actual results may differ from the forward-looking statements for many reasons, including:

 

 

 

In addition, please refer to our Annual Report on Form 10-K for the fiscal year ended July 28, 2006 (filed with the SEC on October 3, 2006) and our Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2006 (filed with the SEC on December 6, 2006), for a more detailed discussion of these risks and uncertainties and other factors. These reports are available at www.cbrlgroup.com and www.sec.gov and are incorporated herein by reference. See Section 10. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this offer to purchase, or the date of the documents incorporated by reference if contained therein. We undertake no obligation to make any revision to the forward-looking statements contained in this offer to purchase, the accompanying letter of transmittal or in any document incorporated by reference into this offer to purchase, or to update them to reflect events or circumstances occurring after the date of this offer to purchase, except as may be required by law. We confirm that we will comply with Rule 13e-4(d)(2) and Rule 13e-4(e)(3) with respect to the information presented to security holders.

 

To the holders of our common stock:

 

We invite our shareholders to tender shares of our common stock, with a par value of $0.01 per share, including the associated rights, for purchase by us. Upon the terms and subject to the conditions set forth in this document and in the related letter of transmittal, we are offering to purchase up to 5,430,000 shares of our common stock at a price not greater than $46.00 nor less than $42.00 per share, net to the seller in cash, after any applicable withholding taxes and without interest. We will not pay any additional consideration for the associated rights.

 

The tender offer will expire at 12:00 midnight, New York City time, on January 11, 2007, unless extended by us (such date and time, as the same may be extended, the “expiration date”). We may, in our sole discretion, extend the period of time in which the tender offer will remain open.

 

After the tender offer expires, we will select the lowest purchase price (in multiples of $0.25) within the price range specified above that will allow us to buy 5,430,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not properly withdrawn. We will acquire all shares that we purchase in the tender offer at the same purchase price regardless of whether the shareholder tendered at a lower price. However, because of the odd lot priority, proration and conditional tender provisions described in this document, we may not purchase all of the shares tendered at prices at or below the purchase price if more than the number of shares we seek are properly tendered. We will not purchase shares tendered at prices greater than the purchase price or shares that we do not accept for purchase because of proration provisions or conditional tenders. We will return tendered shares that we do not purchase to the tendering shareholders at our expense promptly after the expiration of the tender offer. See Section 1.

 

We reserve the right, in our sole discretion, to purchase more than 5,430,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements. See Section 1.

 

Shareholders must complete the section of the letter of transmittal relating to the price at which they are tendering shares in order to properly tender shares.

 

We will pay the purchase price, net to the tendering shareholders in cash, after any applicable withholding taxes and without interest, for all shares that we purchase. Tendering shareholders whose shares are registered in their own names and who tender directly to Computershare Trust Company, N.A., the depositary in the tender offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 10 of the letter of transmittal, stock transfer taxes on the purchase of shares by us pursuant to the tender offer. If you own your shares through a bank, broker, dealer, trust company or other nominee and that nominee tenders your shares on your behalf, that nominee may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

The tender offer is not conditioned upon the receipt of financing or on any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions. See Section 7.

 

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR, IF YOU DO, THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF YOU DO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN MAKING YOUR DECISION, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER.

 

ALL OF OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY OF THEIR SHARES IN THE TENDER OFFER. SEE SECTION 2 AND SECTION 11.

 

If, at the expiration date, more than 5,430,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law and the $250 million limit set by our Board) are properly tendered at prices at or below the purchase price and not properly withdrawn, we will buy shares:

 

 

As a result of the foregoing priorities applicable to the purchase of shares tendered, we may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures.

Section 13 of this offer to purchase describes the material United States federal income tax consequences of a sale of shares pursuant to the tender offer.

 

Holders of vested but unexercised options to purchase shares may exercise such options for cash and tender some or all of the shares issued upon such exercise. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the tender offer are not purchased in the tender offer for any reason.

 

As of December 6, 2006, we had issued and outstanding 31,346,145 shares of common stock. The 5,430,000 shares that we are offering to purchase pursuant to the tender offer represent approximately 17.3% of the total number of shares of our common stock outstanding as of that date. Our common stock is listed and traded on the Nasdaq under the “CBRL” symbol. See Section 8. We publicly announced the tender offer after the close of the market on December 6, 2006. On that date, the reported closing price of our common stock on the Nasdaq was $42.97 per share. On December 12, 2006, the last trading day prior to the printing of this offer to purchase, the reported closing price of our common stock on the Nasdaq was $43.39. During the past year, our shares have traded at various times above the maximum offering price per share pursuant to the tender offer. Tendering your shares pursuant to the tender offer, especially at the price determined in the tender offer, could result in your receiving less consideration per share than you could receive in an open market sale. We urge shareholders to obtain current market quotations for our common stock before deciding whether and at what price or prices to tender their shares.

 

THE TENDER OFFER

 

 

General. Upon the terms and subject to the conditions of the tender offer, we will purchase up to 5,430,000 shares of our common stock, or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn in accordance with Section 4 before the expiration date of the tender offer, at a price not greater than $46.00 nor less than $42.00 per share, net to the seller in cash, after any applicable withholding taxes and without interest.

 

The term “expiration date” means 12:00 midnight, New York City time, on January 11, 2007, unless we, in our sole discretion, extend the period of time during which the tender offer will remain open, in which event the term “expiration date” shall refer to the latest time and date at which the tender offer, as so extended by us, shall expire. See Section 14 for a description of our right to extend, delay, terminate or amend the tender offer. In accordance with the rules of the SEC, we may, and we expressly reserve the right to, purchase pursuant to the tender offer, subject to the $250 million limit established by our Board, an additional number of shares not to exceed 2% of our outstanding shares (or approximately 627,000 shares) without amending or extending the tender offer. See Section 14. In the event of an over-subscription of the tender offer as described below, shares tendered at prices at or below the purchase price will be subject to proration, except for odd lots (as defined in Section 1). The proration period and, except as described herein, withdrawal rights, expire on the expiration date.

If we:

 

 

then we will extend the tender offer until the expiration of ten business days after the date that we first publish notice of any such increase or decrease. For the purposes of the tender offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

 

The tender offer is not conditioned upon the receipt of financing or on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7.

 

In accordance with Instruction 5 of the letter of transmittal, shareholders who want to tender shares must specify the price or prices, not greater than $46.00 nor less than $42.00 per share, at which they are willing to sell their shares to us pursuant to the tender offer. Alternatively, shareholders who want to tender shares can choose not to specify a price and, instead, specify that they will sell their shares at the purchase price that we ultimately pay for shares properly tendered and not properly withdrawn in the tender offer, which could result in the tendering shareholder receiving a price per share as low as $42.00 or as high as $46.00. If tendering shareholders want to maximize the chance that we will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in the tendered shares being purchased at the minimum price of $42.00 per share. The lower end of the price range in the tender offer is below the closing market price for our shares on December 12, 2006, the last full trading day prior to the commencement of the tender offer, when the closing market price on the Nasdaq was $43.39.

 

To tender shares properly, shareholders must specify one, and only one, price box in the appropriate section in each letter of transmittal. If you specify more than one price or if you fail to check any price at all you will not have validly tendered your shares. See Section 3.

 

Promptly following the expiration date, we will, in our sole discretion, determine the purchase price that we will pay for shares properly tendered and not properly withdrawn in the tender offer, taking into account the number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price (in multiples of $0.25),

not greater than $46.00 nor less than $42.00 per share, net to the seller in cash, after any applicable withholding taxes and without interest, that will enable it to purchase 5,430,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn in the tender offer. We will purchase all shares properly tendered at prices at or below the purchase price (and not properly withdrawn), all at the same purchase price, upon the terms and subject to the conditions of the tender offer, including the odd lot, priority, proration and conditional tender provisions.

 

We will not purchase shares tendered at prices greater than the purchase price and shares that we do not accept in the tender offer because of proration provisions or conditional tenders. We will return to the tendering shareholders shares that we do not purchase in the tender offer at our expense promptly after the expiration date. By following the instructions of the letter of transmittal, shareholders can specify one minimum price for a specified portion of their shares and a different minimum price for other specified shares, but shareholders must submit a separate letter of transmittal for shares tendered at each price. Shareholders also can specify the order in which we will purchase the specified portions of their shares in the event that, as a result of the proration provisions or otherwise, we purchase some but not all of the tendered shares pursuant to the tender offer. In the event that a shareholder does not designate the order and fewer than all shares are purchased due to proration, the depositary will select the order of shares purchased.

 

If the number of shares properly tendered at or below the purchase price and not properly withdrawn prior to the expiration date is fewer than or equal to 5,430,000 shares, or such greater number of our shares as we may elect to purchase, subject to applicable law, we will, upon the terms and subject to the conditions of the tender offer, purchase all such shares.

 

Priority of Purchases. Upon the terms and subject to the conditions of the tender offer, if more than 5,430,000 shares, or such greater number of shares as we may elect to purchase, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares on the basis set forth below:

 

 

 

 

We may not purchase all of the shares that a shareholder tenders in the tender offer even if such are tendered at prices at or below the purchase price selected by us. It is also possible that we will not purchase any of the shares conditionally tendered even though such shares were tendered at prices at or below the purchase price.

 

Odd Lots. For purposes of the tender offer, the term “odd lots” means all shares properly tendered prior to the expiration date at prices at or below the purchase price selected by us and not properly withdrawn by any person who owns beneficially or of record an aggregate of fewer than 100 shares, referred to as an “odd lot” holder, and so certifies in the appropriate place on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. To qualify for this preference, all shares owned beneficially or of record by the odd lot holder must be tendered in accordance with the procedures described in Section 3. As set forth above, we will accept odd lots for payment before proration, if any, of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these shareholders have separate accounts or share certificates representing fewer than 100 shares. By accepting the tender offer, an odd lot holder who holds shares in its name and tenders its shares directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of such odd lot holder’s shares on the Nasdaq. Any odd lot holder wishing to tender all of its shares pursuant to the tender offer should complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

 

Proration. If proration of tendered shares is required, we will determine the proration factor as soon as practicable following the expiration date. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6 of this offer to purchase, proration for each shareholder that tenders shares will be based on the ratio of the total number of shares that we accept for purchase (excluding odd lots) to the total number of shares properly tendered (and not properly withdrawn) at or below the purchase price by all shareholders (other than odd lot holders).

 

Because of the difficulty in determining the number of shares properly tendered, including shares tendered by guaranteed delivery procedures, as described in Section 3, and not properly withdrawn, and because of the odd lot procedure and conditional tender provisions, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the tender offer until at least five business days after the expiration date. The preliminary results of any proration will be announced by press release promptly after the expiration date. Shareholders may obtain preliminary proration information from the information agent or the dealer manager and may be able to obtain this information from their brokers.

 

As described in Section 13, the number of shares that we will purchase from a shareholder under the tender offer may affect the U.S. federal income tax consequences to

that shareholder and, therefore, may be relevant to that shareholder’s decision whether or not to tender shares.

 

We will mail this offer to purchase and the related letter of transmittal to record holders of shares and we will furnish this offer to purchase to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

 

 

We intend to purchase up to 5,430,000 shares of our common stock in the tender offer, representing approximately 17.3% of our outstanding shares as of December 6, 2006. Over the past five fiscal years, we have repurchased a total of 35,561,873 of our shares at an aggregate cost of approximately $1.32 billion. Of these repurchases, 18,811,873 shares were repurchased in open market purchase programs and 16,750,000 shares were repurchased in an earlier tender offer that we undertook in April 2006. At the time of the April 2006 tender offer (which also occurred at a price range of $42.00 to $46.00 per share), approximately 24,000,000 shares were tendered at the minimum price; however, we determined to purchase only 16,750,000 at time because we also were undertaking other initiatives, including the possible divestiture of Logan’s Roadhouse, Inc. (“Logan’s”). We disclosed at that time that a possible use of the proceeds of that divestiture, if and when it occurred was additional stock repurchases.

 

After the Logan’s divestiture was completed on December 6, 2006, our Board of Directors (the “Board”) authorized an additional $350 million share repurchase program, including this tender offer. We are authorized to expend only up to $250 million in the tender offer. If the entire $250 million is not utilized in the tender offer, any remaining unused portion will be added the other amounts that we currently are authorized to utilize in open market transactions ($100 million plus remaining authorization to purchase 821,081 shares of our common stock) and the aggregate of those authorizations will be used to make purchases of our shares from time to time through open market transactions at management’s discretion. Any such share repurchase program will be implemented only after completion of the current tender offer in accordance with applicable law.

 

In determining to proceed with the tender offer, management and our Board has reviewed, with the assistance of outside advisors, our strategic plan, our use of cash flows from operations for, among other things, capital expenditures, acquisitions, debt repayment, dividends and share repurchases, and a variety of alternatives for using our available financial resources. The Board considered, with the assistance of management and outside advisors, our capital structure, free cash flow, financial position and dividend policy, the anticipated cost and availability of financing and the market price of our common stock, as well as our operations, strategy and expectations for the future.

 

In determining the number of shares to purchase in the tender offer, the Board considered a broad range of factors, including our financial structure, financial condition and dividend policy, operations, competitive position, resources and prospects, the current market prices of our shares, our desire for future financial flexibility and the attractiveness

of the offer to our shareholders, including the fact that because the April 2006 tender offer was oversubscribed, we did not purchase all of the shares tendered at that time by our shareholders at the minimum price. The Board also considered risks and uncertainties, including the potential for positive and negative developments relating to our business.

 

In considering the tender offer, our management and Board took into account the expected financial impact of the tender offer.

 

Based on the foregoing, the Board has determined that the tender offer is a prudent use of our financial resources and an effective means of providing value to our shareholders. In particular, the Board believes that the modified “Dutch Auction” tender offer set forth herein represents a mechanism to provide all of our shareholders with the opportunity to tender all or a portion of their shares and, thereby, receive a return of some or all of their investment if they so elect. The tender offer also provides shareholders (particularly those who, because of the size of their stockholdings, might not be able to sell their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to all or a portion of their shares, without potential disruption to the share price and the usual transaction costs associated with market sales. In addition, shareholders who do not participate in the tender offer will automatically increase their relative percentage ownership interest in us and our future operations at no additional cost to them.

 

The tender offer also provides our shareholders with an efficient way to sell their shares without incurring broker’s fees or commissions associated with open market sales. Furthermore, odd lot holders who hold shares registered in their names and tender their shares directly to the depositary and whose shares are purchased pursuant to the tender offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their shares in Nasdaq transactions.

 

Neither we nor our Board of Directors nor the dealer manager, the depositary or the information agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which shareholders may choose to tender their shares. We have not authorized any person to make any recommendation. Shareholders should carefully evaluate all information in the tender offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares, and, if you do, how many shares to tender and the price or prices at which to tender.

 

All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer.

 

Potential Benefits of the Tender Offer. We believe that the tender offer will further leverage our capital structure, making possible improved diluted net income per share for our continuing shareholders if we are successful in improving our operating results. We also believe that if we complete the tender offer, we will return cash to our shareholders who elect to receive a return of capital, while shareholders who do not tender, or who tender only a portion of their shares, will increase their percentage ownership in our shares.

Potential Risks and Disadvantages of the Tender Offer. The tender offer, if completed, also presents some potential risks and disadvantages to us and our continuing shareholders, including:

 

 

Certain Effects of the Tender Offer. Shareholders who do not tender their shares pursuant to the tender offer and shareholders who otherwise retain an equity interest in CBRL as a result of a partial tender of shares, proration or a conditional tender for which the condition is not satisfied will continue to be owners of CBRL. As a result, such shareholders will realize a proportionate increase in their relative equity interest in CBRL and thus, in our future earnings and assets, if any, and will continue to bear the risks and rewards associated with owning our equity securities, including risks resulting from our purchase of shares (including the risk of increased leverage). Shareholders may be able to sell non-tendered shares in the future on Nasdaq or otherwise, at a price higher or lower than the purchase price selected by us in the tender offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her shares in the future.

 

Shares acquired pursuant to the tender offer will revert to the status of authorized but unissued shares, in accordance with applicable law, and will no longer be available for issuance without further action of the Board (or the shareholders, as required by applicable law or the rules of the Nasdaq or any securities exchange on which the shares may then be listed).

 

Because our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer, the tender offer will increase the proportional holdings of our directors and executive officers. See Section 11. However, after the termination or expiration of the tender offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions, at prices that may or may not be more favorable than the purchase price selected by us to be paid to our shareholders in the tender offer.

 

After the tender offer is completed, we believe that our expected cash flow from operations and access to funding to meet our cash needs for normal operations and anticipated capital expenditures will be sufficient. However, our actual experience may differ significantly from our expectations and there can be no assurance that our action in

utilizing a significant portion of our financial resources in this manner will not adversely affect our ability to operate our business or pursue opportunities we believe are advantageous to the Company and its shareholders. Future events may adversely and materially affect our business, expenses, or prospects and could affect our available cash or the availability and/or cost of external financial resources.

 

As described above, we have the authority to and may make stock repurchases from time to time on the open market and/or in private transactions. Whether or not we make additional repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in this tender offer, our business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as we may consider relevant. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling shareholders than the terms of the tender offer. Rule 13e-4 of the Exchange Act prohibits us and our affiliates from purchasing any shares, other than pursuant to the tender offer, until at least ten business days after the expiration date of the tender offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

 

Our purchase of common stock in the tender offer will reduce the number of shares that might otherwise trade publicly (the “public float”) and is likely to reduce the number of our shareholders. This may reduce the volume of trading in our shares and make it more difficult to buy or sell significant amounts of our shares without materially affecting the market price. However, even if all 5,430,000 shares are purchased in the tender offer, approximately 25,916,145 shares will remain outstanding. Based upon Nasdaq guidelines, we do not believe that our purchase of shares in the tender offer will cause our remaining shares of common stock to be delisted from Nasdaq.

 

Our shares currently are “margin securities” under the rules of the Board of Governors of the Federal Reserve System. This classification has the effect, among other things, of allowing brokers to extend credit to their customers using our common stock as collateral. We believe that, following the purchase of shares pursuant to the tender offer, our common stock will continue to be classified as “margin securities” for purposes of the Federal Reserve Board’s margin regulations.

 

Our shares are registered under the Exchange Act, which requires, among other things, that we furnish information to our shareholders and to the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares in the tender offer will not result in the shares becoming eligible for deregistration under the Exchange Act.

 

We announced on December 6, 2006 that we had completed the divestiture of our Logan’s subsidiary. With the exception of this tender offer, the expected redemption of our convertible debt in April 2007 and the potential open market purchases that we are authorized to make and that are described above, we currently have no plans, proposals or negotiations underway that relate to or would result in:

 

 

 

Proper Tender of Shares. For shareholders to properly tender shares pursuant to the tender offer:

 

 

If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that such nominee has an earlier deadline for you to act to instruct such nominee to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out its applicable deadline.

 

In accordance with Instruction 5 of the letter of transmittal, shareholders desiring to tender shares in the tender offer must properly indicate the purchase price they will accept for their tendered shares by either (i) checking the box in the section captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the letter of transmittal, which means the shareholder is willing to accept the purchase price determined by us pursuant to the tender offer, or (ii) checking one, and only one, of the boxes in the section captioned “Shares Tendered at Price Determined by Shareholder” in the letter of transmittal indicating the price per share at which such shareholder’s shares are being tendered.

If tendering shareholders want to maximize the chance that we will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will be available for purchase at the minimum price of $42.00 per share and, as a result, it is possible that this election could result in us purchasing tendered shares at the minimum price of $42.00 per share. The lower end of the price range in the tender offer is below the closing market price for our shares on December 12, 2006, the last full trading day prior to the commencement of the tender offer, when the closing market price on the Nasdaq was $43.39. You are encouraged to get a current stock quote for our shares.

 

A shareholder who wants to tender shares at more than one price must complete a separate letter of transmittal for each price at which such shareholder tenders shares, provided that a shareholder may not tender the same shares (unless properly withdrawn previously in accordance with Section 4) at more than one price. To tender shares properly, shareholders must check one and only one price box in the appropriate section of each letter of transmittal. If you check more than one box or if you fail to check any box at all you will not have validly tendered your shares.

 

Odd lot holders who tender all of their shares must complete the section captioned “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1.

 

We urge shareholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender shares through the brokers or banks and not directly to the depositary.

 

Signature Guarantees. Except as otherwise provided below, all signatures on a letter of transmittal must be guaranteed by a financial institution that is a participant in an acceptable medallion guarantee program, which would include most banks, savings and loans associations and brokerage houses. Signatures on a letter of transmittal need not be guaranteed if:

 

If a share certificate is registered in the name of a person other than the person executing a letter of transmittal, or if payment is to be made to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an eligible guarantor institution.

 

We will make payment for shares tendered and accepted for payment under the tender offer only after the depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility as described above, a properly completed and duly executed letter of transmittal, together with any required signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other documents required by the letter of transmittal.

 

Method of Delivery. The method of delivery of all documents, including share certificates, the letter of transmittal and any other required documents, is at the election and risk of the tendering shareholder. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

 

Book-Entry Delivery. The depositary will establish an account with respect to the shares for purposes of the tender offer at the book-entry transfer facility within two business days after the date of this offer to purchase, and any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the depositary’s account in accordance with the book-entry transfer facility’s procedures for transfer. Although participants in the book-entry transfer facility may effect delivery of shares through a book-entry transfer into the depositary’s account at the book-entry transfer facility, either:

 

 

Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

 

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant.

 

Dividend Reinvestment Program. Shares credited to participants’ accounts under our Dividend Reinvestment Program (“Dividend Reinvestment Program”) will be tendered by Computershare Investor Services, LLC, as administrator, according to instructions provided

to the administrator from the depositary, based upon instructions to the depositary from participants in the Dividend Reinvestment Program. Dividend Reinvestment Program shares for which the depositary has not received timely instructions from participants will not be tendered. The administrator will cause us to make available to the participants whose accounts are credited with shares under the Dividend Reinvestment Program all documents furnished to shareholders generally in connection with the tender offer. Participants in the Dividend Reinvestment Program may use the letter of transmittal to instruct the depositary, which will pass those instructions to the administrator, regarding the tender offer by completing the box entitled “Tender of Dividend Reinvestment Program Shares.” Each participant may direct that all, some or none of the shares credited to the participant’s account under the Dividend Reinvestment Program be tendered and the price at which such participant’s shares are to be tendered. Participants in the Dividend Reinvestment Program are urged to read the letter of transmittal and related materials carefully. Participants in the Dividend Reinvestment Program who tender their Dividend Reinvestment Program shares will receive cash for any dividend payable during the pendency of the tender offer.

 

If a participant tenders all of such participant’s Dividend Reinvestment Program shares, and all such shares are purchased by us pursuant to the tender offer, such tender will be deemed to be authorization and written notice to Computershare Investor Services, LLC of termination of such participant’s participation in the Dividend Reinvestment Program.

 

Company Stock Option Plans. We are not offering, as part of the tender offer, to purchase any of the options outstanding under our stock option plans and tenders of such options will not be accepted. In no event are any options to be delivered to the depositary in connection with a tender of shares hereunder. An option holder who wants to tender his shares would have to exercise the option and then tender the actual shares. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the tender offer are not purchased in the tender offer for any reason.

 

Federal Backup Withholding Tax. Under the United States federal income tax backup withholding rules, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the tender offer must be withheld and remitted to the United States Treasury, unless the shareholder or other payee (i) provides his or her taxpayer identification number (employer identification number or social security number) to the depositary and certifies that such number is correct and that he or she is not subject to backup withholding; or (ii) establishes that an exemption otherwise applies under applicable regulations. Therefore, unless such an exemption exists and is proven in a manner satisfactory to the depositary, each tendering shareholder should complete and sign the Substitute Form W-9 included with the letter of transmittal so as to provide the information and certification necessary to avoid backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Tendering shareholders can obtain such statements from the depositary. See Instruction 13 of the letter of transmittal.

 

Any tendering shareholder or other payee who fails to complete fully and sign the Substitute Form W-9 included with the letter of transmittal may be subject to required

United States federal income tax backup withholding of 28% of the gross proceeds paid to such shareholder or other payee pursuant to the tender offer.

 

Gross proceeds payable pursuant to the tender offer to a foreign shareholder or his or her agent will be subject to withholding of United States federal income tax at a rate of 30%, unless we determine that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a “foreign shareholder” is defined in Section 13.

 

A foreign shareholder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 13 or if such shareholder is entitled to a reduced rate of withholding pursuant to a tax treaty and we withheld at a higher rate. In order to obtain a reduced rate of withholding under a tax treaty, a foreign shareholder must deliver to the depositary, before the payment is made, a properly completed and executed IRS Form W-8BEN claiming such an exemption or reduction. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign shareholder must deliver to the depositary a properly executed IRS Form W-8ECI claiming such exemption. Tendering shareholders can obtain such IRS forms from the depositary. See Instruction 13 of the letter of transmittal. We urge foreign shareholders to consult their own tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

 

For a discussion of material United States federal income tax consequences to tendering shareholders, see Section 13.

 

Guaranteed Delivery. If a shareholder wants to tender shares under the tender offer and the shareholder’s share certificates are not immediately available or the shareholder cannot deliver the share certificates to the depositary before the expiration date, or the shareholder cannot complete the procedure for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the depositary before the expiration date, the shareholder may nevertheless tender the shares, provided that the shareholder satisfies all of the following conditions:

 

 

Return of Unpurchased Shares. The depositary will return certificates for unpurchased shares promptly after the expiration or termination of the tender offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the depositary will credit the shares to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility, in each case without expense to the shareholder.

 

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine, in our sole discretion, all questions as to the number of shares that we will accept, the price that we will pay for shares that we accept and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which we determine may be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender with respect to any particular shares or any particular shareholder, and our interpretation of the terms of the tender offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until the shareholder cures, or we waive, all defects or irregularities. None of us, the depositary, the information agent, the dealer manager, or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

 

Tendering Shareholder’s Representation and Warranty; CBRL’s Acceptance Constitutes an Agreement. A tender of shares under any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the tender offer, as well as the tendering shareholder’s representation and warranty to us that:

 

 

It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering:

 

 

 

Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of shares tendered under the tender offer will constitute a binding agreement between the tendering shareholder and us upon the terms and conditions of the tender offer.

 

Lost or Destroyed Certificates. Shareholders whose share certificate for part or all of their shares has been lost, stolen, misplaced or destroyed may contact Computershare Investor Services, LLC, our transfer agent, at (800) 485-1883, for instructions as to obtaining a replacement share certificate. That share certificate will then be required to be submitted together with the letter of transmittal in order to receive payment for shares that are tendered and accepted for payment. The shareholder may have to post a bond to secure against the risk that the share certificate may subsequently emerge. We urge shareholders to contact Computershare Investor Services, LLC immediately in order to permit timely processing of this documentation.

 

Shareholders must deliver share certificates, together with a properly completed and duly executed letter of transmittal, including any signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other required documents to the depositary and not to us, the information agent or the dealer manager. None of us, the information agent or the dealer manager will forward any such documents to the depositary and delivery to us, the information agent or the dealer manager will not constitute a proper tender of shares.  

 

 

Shareholders may withdraw shares tendered under the tender offer at any time prior to the expiration date. Thereafter, such tenders are irrevocable, except that they may be withdrawn at any time after 12:00 midnight, New York City time, on February 9, 2007 unless previously accepted for payment as provided in this document.

 

For a withdrawal to be effective, the depositary must timely receive a written notice of withdrawal at one of the depositary’s addresses set forth on the back cover page of this document. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of shares that the shareholder wishes to withdraw and the name of the registered holder of the shares. If the share certificates to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the shares have been tendered for the account of an eligible guarantor institution.

 

If a shareholder has used more than one letter of transmittal or has otherwise tendered shares in more than one group of shares, the shareholder may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

 

If a shareholder has tendered shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and

must otherwise comply with the book-entry transfer facility’s procedures. We will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding. None of us, the depositary, the information agent, the dealer manager, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

 

A shareholder may not rescind a withdrawal, and we will deem any shares that a shareholder properly withdraws not properly tendered for purposes of the tender offer unless the shareholder properly re-tenders the withdrawn shares before the expiration date by following one of the procedures described in Section 3.

 

If we extend the tender offer, are delayed in our purchase of shares or are unable to purchase shares under the tender offer for any reason, then, without prejudice to our rights under the tender offer, the depositary may, subject to applicable law, retain tendered shares on our behalf, and shareholders may not withdraw these shares except to the extent tendering shareholders are entitled to withdrawal rights pursuant to applicable law and as described in this Section 4.

 

 

Upon the terms and subject to the conditions of the tender offer, promptly following the expiration date, we:

 

 

For purposes of the tender offer, we will be deemed to have accepted for payment, and therefore purchased, shares that are properly tendered at or below the purchase price determined by us and not properly withdrawn, subject to the odd lot priority, proration and conditional tender provisions of the tender offer, only when, as and if it gives oral or written notice to the depositary of its acceptance of the shares for payment pursuant to the tender offer.

 

Upon the terms and subject to the conditions of the tender offer, promptly after the expiration date, we will accept for payment and pay a single per share purchase price not greater than $46.00 nor less than $42.00 per share for 5,430,000 shares, subject to increase or decrease as provided in Section 14, if properly tendered and not properly withdrawn, or such lesser number of shares as are properly tendered and not properly withdrawn.

 

We will pay for shares that we purchase pursuant to the tender offer by depositing the aggregate purchase price for these shares with the depositary, which will act as agent for

tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

 

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; however, we do not expect to be able to announce the final results of any proration and commence payment for shares purchased until at least five business days after the expiration date. Under no circumstances will we pay interest on the purchase price regardless of any delay in making the payment. Shares tendered and not purchased, including all shares tendered at prices greater than the purchase price and shares that we do not accept for purchase due to proration or conditional tenders, will be returned to the tendering shareholder, or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant therein who so delivered the shares, at our expense, promptly after the expiration date or termination of the tender offer without expense to the tendering shareholders. If certain events occur, we may not be obligated to purchase shares pursuant to the tender offer. See Section 7. We will issue a press release announcing the price we will pay for shares tendered in the tender offer promptly following the expiration date.

 

We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased under the tender offer. If, however,

 

 

the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 10 of the letter of transmittal.

 

Any tendering shareholder or other payee who fails to complete fully, sign and return to the depositary the Substitute Form W-9 included with the letter of transmittal may be subject to United States federal income tax backup withholding on the gross proceeds paid to the shareholder or other payee under the tender offer. See Section 3.

 

 

Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered at or below the purchase price prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the United States federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that we must

purchase a specified minimum number of the shareholder’s shares tendered pursuant to a letter of transmittal if we purchase any shares tendered. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery, and indicate the minimum number of shares that we must purchase if we purchases any shares. See Section 13.

 

After the expiration date, if more than 5,430,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares that we purchase from any shareholder below the minimum number specified, the shares conditionally tendered will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a shareholder subject to a conditional tender that are withdrawn as a result of proration will be returned at our expense to the tendering shareholder.

 

After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders that would otherwise be regarded as withdrawn would cause the total number of shares that we purchase to fall below 5,430,000 (or such greater number of shares as we may elect to purchase, subject to applicable law and the $250 million limit established by our Board) then, to the extent feasible, we will select enough of the shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of shares. In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

 

 

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 shares tendered, subject to the rules under the Exchange Act, if, at any time on or after December 13, 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 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. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time before the expiration of the tender offer. Any determination or judgment by us concerning the events described above will be final and binding on all parties.

 

 

Our common stock is listed and traded on the Nasdaq under the trading symbol “CBRL.” The following table sets forth the high and low sales prices for our common stock for, and the cash dividends declared on our common stock during, each of the quarterly periods presented.

 

Dividends. Our dividend policy is determined at the discretion of our Board. The fiscal year 2007 second quarter dividend of $0.14 was declared on November 28, 2006. We intend to set the record and payment date for this dividend after the currently scheduled expiration

date of the tender offer. Accordingly, if you tender your shares in this tender offer, you will not be entitled to receive this dividend and you will receive only the purchase price to be paid for the shares, if any, that you tender and that we accept for payment pursuant to the tender offer. While we currently anticipate that quarterly cash dividends will continue to be paid in the future, there can be no assurance that payment of the dividend will continue or not be reduced. Our ability to pay any cash dividends on our common stock is dependent on our earnings and cash requirements.

 

Recent Market Price. We publicly announced the tender offer after the close of the market on December 6, 2006. On that date, the reported closing price of our common stock was $42.97 per share. On December 12, 2006, the last trading day prior to printing of the tender offer, the reported closing price per share of our common stock on the Nasdaq was $43.39. During the past year, our shares have traded at various times above the maximum offering price per share pursuant to the tender offer. Tendering your shares pursuant to the tender offer, especially at the price determined in the tender offer, could result in your receiving less consideration per share than you could receive in an open market sale. The lower end of the price range in the tender offer is below the closing market price for our shares on December 12, 2006, the last full trading day prior to the commencement of the tender offer, when the closing market price on the Nasdaq was $43.39. Accordingly, we urge shareholders to obtain current market quotations for the our shares before deciding whether and at what price or prices to tender their shares.

 

Shareholders of Record. As of December 6, 2006, there were 12,416 shareholders of record of our common stock, according to information furnished by our stock transfer agent and registrar, Computershare Investor Services, LLC. Several brokerage firms, banks and other institutions (“nominees”) are listed once on the shareholders of record listing. However, in most cases, such nominees’ holdings represent blocks of our stock held in brokerage accounts for a number of individual shareholders. Thus, our actual number of shareholders is difficult to estimate with precision, but that number is likely to be higher than the number of registered shareholders of record.

 

 

Assuming that 5,430,000 shares are purchased in the tender offer at a price between $42.00 and $46.00 per share, the aggregate purchase price for such shares will be between approximately $229 million and $250 million. We anticipate that we will pay for the shares purchased in the tender offer, as well as related fees and expenses, through cash on hand, including the proceeds from our recent divestiture of Logan’s.

 

 

General. We are a holding company that, through subsidiaries, is engaged in the operation and development of the Cracker Barrel Old Country Store^® restaurant and retail concepts. The Company was organized under the laws of the state of Tennessee in August 1998. Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”), headquartered in Lebanon, Tennessee, through its various affiliates, as of December 6, 2006, operated 551 full-service “country store” restaurants and gift shops, in 41 states. Cracker Barrel stores are intended to appeal to both the traveler and the local customer and consistently have been a consumer

favorite. During 2006, for the 16th consecutive year, Cracker Barrel was named the “Best Family Dining Restaurant” in the Restaurants & Institutions magazine “Choice in Chains” annual consumer survey. For the 13th consecutive year, Cracker Barrel was ranked as the “Best Restaurant Chain” by Destinations magazine poll. In 2006, for the 5th consecutive year, Cracker Barrel was named “The Most RV Friendly Sit-Down Restaurant in America” by The Good Sam Club. In the 2004 J. D. Power and Associates’ inaugural study of customer satisfaction in the restaurant industry, Cracker Barrel scored the highest among family dining chains in overall customer satisfaction in its core market regions and the second highest in those regions among all family and casual dining chains.

 

Except for Christmas day, when they are closed, and Christmas Eve when they close at 2:00 p.m., Cracker Barrel restaurants serve breakfast, lunch and dinner daily between the hours of 6:00 a.m. and 10:00 p.m. (closing at 11:00 p.m. on Fridays and Saturdays) and feature home style country cooking from Cracker Barrel’s own recipes using quality ingredients and emphasizing authenticity. Menu items are moderately priced and include country ham, chicken, fish, roast beef, beans, turnip greens, vegetable plates, salads, sandwiches, pancakes, eggs, bacon, sausage and grits among other items. The restaurants do not serve alcoholic beverages. The stores are constructed in a trademarked rustic, old country store design with a separate retail area offering a wide variety of decorative and functional items featuring rocking chairs, holiday and seasonal gifts and toys, apparel, cookware and foods, including various old fashioned candies and jellies among other things. Cracker Barrel offers items for sale in the retail store that are also featured on, or related to, the restaurant menu, such as pies or cornbread and pancake mixes. A typical store will offer approximately 3,000 stock-keeping units (SKU’s) for sale at any one time. The Company believes that Cracker Barrel has achieved high retail sales per square foot (over $410 per square foot of retail selling space in fiscal 2006) both by offering interesting merchandise and by having a significant source of retail customers from its high volume of restaurant customers, an average of over 7,600 per week in an average store in fiscal 2006.

 

Stores are located primarily along interstate highways; however, as of December 6, 2006, 67 stores are located near “tourist destinations” or are considered “off-interstate” stores. In fiscal 2007, Cracker Barrel intends to open approximately 58% of its new stores along interstate highways as compared to 100% in fiscal 2006. The Company believes it should focus primarily in the near term on available interstate locations where Cracker Barrel generates the greatest brand awareness. Off-interstate locations are expected to represent a meaningful part of Cracker Barrel’s efforts to expand the brand in future years. The Company has identified over 500 trade areas for potential future development with characteristics that appear to be consistent with those believed to be necessary to support a successful Cracker Barrel unit.

 

On December 6, 2006, we sold our interest in Logan’s to LRI Holdings, Inc., an affiliate of Bruckmann, Rosser, Sherrill & Co. Inc., Canyon Capital Advisors LLC and Black Canyon Capital LLC. Total consideration in the transaction was approximately $486 million, subject to customary post-closing adjustments, if any, for working capital, indebtedness and capital expenditures. Our expected net cash proceeds after payment of taxes and expenses associated with the transaction were approximately $385 million. These proceeds, together with other cash balances on hand, are being used to fund purchases of

our shares in this tender offer and an open market stock repurchase program, as well to reduce our outstanding debt under our existing credit facility by $75 million.

 

Where You Can Find More Information. We are subject to the information requirements of the Exchange Act, and, in accordance therewith, file periodic reports, proxy statements and other information relating to our business, financial condition and other matters. We are required to disclose in these proxy statements certain information, as of particular dates, concerning its directors and executive officers, their compensation, stock options granted to them, the principal holders of our securities and any material interest of such persons in transactions with us. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed electronically with the SEC an Issuer Tender Offer Statement on Schedule TO that includes additional information with respect to the tender offer. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. This material and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained by mail, upon payment of the SEC’s customary charges, by writing to the Public Reference Section at 100 F Street, N. E., Washington, D.C. 20549. These reports, statements and other information concerning us also can be inspected at the offices of the Nasdaq, One Liberty Plaza, 165 Broadway, New York, New York 10006.

 

Incorporation by Reference. The SEC’s rules allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us.

 

 

We incorporate by reference the documents listed above. Additionally, we may, at our discretion, incorporate by reference into this offer to purchase documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the offer to purchase by filing an amendment to the Schedule TO for such purpose. Nothing in this offer to purchase shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Items 2.02 and 7.01 of any Current Report on Form 8-K. In addition, any document or statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this offer to purchase to the extent that a statement contained herein, any document filed herewith or in any subsequently filed document which also is or is deemed to be incorporated by referenced herein modifies or supersedes such document or statement. Any document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this offer to purchase.

You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Investor Relations, CBRL Group, Inc., 305 Hartmann Drive, P. O. Box 787, Lebanon, Tennessee 37088-0787. Please be sure to include your complete name and address in the request.

 

As of December 6, 2006, we had 31,346,145 shares outstanding (not including 5,924,776 shares reserved for issuance under various equity compensation plans). The 5,430,000 shares we are offering to purchase under the tender offer represent approximately 17.3% of the total shares outstanding as of that date (or approximately 15.3% of the shares on a diluted basis, assuming the conversion of all outstanding convertible debt and the exercise of all outstanding vested stock options). Of the reserved shares, 4,112,727 are issuable upon exercise of outstanding stock options and 4,582,788 are issuable upon conversion of our convertible debt.

 

To the best of our knowledge, the following table sets forth certain information regarding the beneficial ownership of common stock as of December 6, 2006, for all of our executive officers, directors and all directors and executive officers as a group.

 

 

 

 

 

The shares described in this note are considered outstanding for the purpose of computing the percentage of outstanding CBRL common stock owned by each named individual and by the group. They are not considered outstanding for the purpose of computing the percentage ownership of any other person.

 

Although our directors and executive officers would be entitled to participate in the tender offer on the same basis as all other shareholders, all of our directors and executive officers have advised us that they do not intend to tender any shares in the tender offer. To our knowledge, none of our affiliates intends to tender any shares in the tender offer. However, Patrick A. Scruggs, Vice President, Accounting and Tax and Chief Accounting Officer of CBRL, has notified us that he may sell up to 13,000 shares of our common stock in the open market during the pendency of the tender offer.

Based on our records and information provided to us by our directors, executive officers, affiliates and subsidiaries, neither we nor, to the best of our knowledge, any of our directors or executive officers or affiliates or subsidiaries, has effected any transactions in shares during the 60-day period prior to the date of this document, except as set forth below.

 

 

The transactions described above have been filed with the SEC for affected officers and directors and have been included in the tabulation of total number of Shares Beneficially Owned.

 

Equity Compensation Plans. We currently have two plans pursuant to which equity awards can be granted and issued: the 2002 Omnibus Incentive Compensation Plan, as amended (“Omnibus Plan”) and the Amended and Restated Stock Option Plan (the “Plan”).

 

The Company’s employee compensation plans are administered by the Compensation and Stock Option Committee (the “Committee”) of the Board. The Committee is authorized to determine, at time periods within its discretion and subject to the direction of the Board, which employees will be granted options and other awards, the number of shares covered by any awards granted, and within applicable limits, the terms and provisions relating to the exercise of any awards.

The Omnibus Plan allows the Committee to grant awards for an aggregate of 2,500,000 shares of our common stock. The Omnibus Plan authorizes the following types of awards to all eligible participants other than non-employee directors: stock options, stock appreciation rights, stock awards, restricted stock, performance shares, cash bonuses, qualified performance-based awards or any other type of award consistent with the Omnibus Plan’s purpose. Under the Omnibus Plan, non-employee directors are granted annually on the day of the annual shareholders meeting an option to purchase up to 1,000 shares of our common stock, or awards of up to 2,000 shares of restricted stock or restricted stock units. If an option is granted, the option price per share will be at least 100% of the fair market value of a share of our common stock based on the closing price on the day preceding the day the option is granted. Additionally, non-employee directors newly elected or appointed between an annual shareholders meeting (typically in November) and the following July 31 receive an option to acquire 1,000 shares of our common stock or awards of up to 2,000 shares of restricted stock or restricted stock units. If an option is granted, the option price per share will be at least 100% of the fair market value of a share of our common stock based on the closing price on the day the option is granted. Options granted to date under the Omnibus Plan become exercisable each year at a cumulative rate of 33% per year and expire ten years from the date of grant. At December 6, 2006, there were 2,361,057 shares of our common stock reserved for issuance under the Omnibus Plan.

 

We also have the Plan that originally allowed the Committee to grant options to purchase an aggregate of 17,525,702 shares of our common stock. At December 6, 2006, there were 2,413,499 shares of our common stock reserved for issuance under the Plan. The option price per share under the Plan must be at least 100% of the fair market value of a share of our common stock based on the closing price on the day immediately preceding the day on which the option is granted. Options granted to date under the Plan generally have been exercisable each year at a cumulative rate of 33% per year and expire ten years from the date of grant.

 

The Company formerly had a 2000 Non-Executive Stock Option Plan (the “Employee Plan”) that covered employees who were not officers or directors of our Company. The stock options were granted with an exercise price of at least 100% of the fair market value of a share of our common stock based on the closing price on the day immediately preceding the day on which the option was granted and became exercisable each year at a cumulative rate of 33% per year and expire ten years from the date of grant. An aggregate of 4,750,000 shares of our common stock were authorized under this plan. As of December 6, 2006, there were 762,614 shares of our common stock reserved for issuance under the Employee Plan and there are no shares available to be granted under this plan. The Employee Plan expired on July 29, 2005.

 

In 1989, the Board adopted the Cracker Barrel Old Country Store, Inc. 1989 Stock Option Plan for Non-employee Directors (“Directors Plan”). The stock options were granted with an exercise price equal to the fair market value of our common stock as of the date immediately preceding the date of grant and expire one year from the retirement of the director from the Board. An aggregate of 1,518,750 shares of our common stock was authorized by the Company’s shareholders under this plan. Due to the overall plan limit, no shares have been granted under this plan since 1994.

2006 Success Plan. We adopted the Success Plan (“Success Plan”) on March 16, 2006 in order to reward certain key personnel, including certain of our executive officers and officers of our subsidiaries, for undertaking and for various degrees of success in implementing the restructuring plan announced on that date (“Restructuring Plan”). The Success Plan included a $7.9 million bonus pool payable to certain of our executives upon completion of various aspects of the Restructuring Plan, the final portion of which was the completion of the divestiture of Logan’s. On December 6, 2006, we announced the completion of the Logan’s divestiture. As a result of the consideration received in the Logan’s divestiture, each of the executives in the Success Plan earned the maximum bonuses, which now are payable on June 6, 2007. The maximum bonuses to be paid under the Success Plan to certain executive officers of the Company are set forth in the Success Plan.

 

Except as otherwise described in this document, none of CBRL or any person controlling us or, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to our offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

 

We are not aware of any license or regulatory permit material to our business that might be adversely affected by our acquisition of shares as contemplated by the tender offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, whether domestic, foreign or supranational, that would be required for the acquisition of shares by us as contemplated by the tender offer. Should any such approval or other action be required, we presently contemplate that we would seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered under the tender offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business and financial condition. Our obligations under the tender offer to accept for payment and pay for shares also are subject to other conditions. See Section 7.

 

The following describes the material United States federal income tax consequences relevant to the tender offer. This discussion is based upon the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), existing and proposed United States Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described herein and could be made on a retroactive basis.

This discussion deals only with shares held as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders (such as financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, former citizens or residents of the United States or persons who hold shares as part of a hedge, straddle, constructive sale or conversion transaction). In particular, different rules may apply to shares received through the exercise of employee stock options or otherwise as compensation. This discussion does not address the state, local or foreign tax consequences of participating in the tender offer. Holders of shares should consult their tax advisors as to the particular consequences to them of participation in the tender offer.

 

As used herein, a “Holder” means a beneficial holder of shares that for United States federal income tax purposes is (i) an individual citizen or resident of the United States; (ii) a corporation (including any entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust, (A) the administration of which is subject to the primary supervision of a U.S. court and as to which one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) that was in existence on August 20, 1996, and has validly elected under applicable Treasury regulations to continue to be treated as a U.S. person.

 

Holders of shares who are not United States holders (“foreign shareholders”) should consult their tax advisors regarding the United States federal income tax consequences and any applicable foreign tax consequences of the tender offer and should also see Section 3 for a discussion of the applicable United States withholding rules and the potential for obtaining a refund of all or a portion of any tax withheld.

 

If a partnership holds shares, the United States federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships holding shares should consult their tax advisors.

 

We urge shareholders to consult their tax advisors to determine the federal, state, local, foreign and other tax consequences to them of the tender offer in light of the shareholder’s particular circumstances.

 

Non-Participation in the Tender Offer. Holders of shares who do not participate in the tender offer will not incur any United States federal income tax liability as a result of the consummation of the tender offer.

 

Exchange of Shares Pursuant to the Tender Offer. An exchange of shares for cash pursuant to the tender offer will be a taxable transaction for United States federal income tax purposes. A Holder who participates in the tender offer will, depending on such Holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the shares or as receiving a distribution from us with respect to our stock.

 

Under Section 302 of the Code, a Holder will recognize gain or loss on an exchange of shares for cash if the exchange

 

 

 

In applying the Section 302 tests, a Holder must take account of shares that such Holder constructively owns under attribution rules, pursuant to which the Holder will be treated as owning shares owned by certain family members (except that in the case of a “complete termination” a Holder may, under certain circumstances, waive attribution from family members) and related entities and shares that the Holder has the right to acquire by exercise of an option.

 

An exchange of shares for cash will be a substantially disproportionate redemption with respect to a Holder if (A) the percentage of our outstanding voting stock that the Holder actually and constructively owns after the redemption (treating as not outstanding all stock purchased by us pursuant to the tender offer) is less than 80% of the percentage of our outstanding voting stock that the Holder owned immediately before the exchange (treating as outstanding all stock purchased by us pursuant to the tender offer), (B) the percentage of our outstanding common stock that the Holder actually and constructively owns after the redemption (treating as not outstanding all stock purchased by us pursuant to the tender offer) is less than 80% of the percentage of our outstanding common stock that the Holder owned immediately before the exchange (treating as outstanding all stock purchased by us pursuant to the tender offer), and (C) the Holder owns after the redemption less than 50% of the total combined voting power of all classes of our stock entitled to vote. Holders should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.

 

If an exchange of shares for cash fails to satisfy the “substantially disproportionate” test, the Holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the Holder’s equity interest in us. The Internal Revenue Service has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” Under this ruling, it is likely that a small minority shareholder who exercises no control over us, and all of whose actually and constructively owned shares are tendered at or below the purchase price, would satisfy the “not essentially equivalent to a dividend” test notwithstanding proration in the tender offer. If you expect to rely on the “not essentially equivalent to a dividend” test, you should consult your own tax advisor as to its application in your particular situation.

 

Holders should be aware that it is possible that an acquisition or disposition of shares by a Holder substantially contemporaneously with the tender offer will be taken into account in determining whether any of the three tests described above is satisfied. Holders should consult their tax advisors as to any effect of such an event on the application of these tests.

 

If a Holder is treated as recognizing gain or loss from the disposition of the shares for cash, that gain or loss will be equal to the difference between the amount of cash received

and the Holder’s adjusted tax basis in the shares exchanged. Any gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange. The deductibility of capital losses is subject to limitations. Calculation of gain or loss must be made separately for each block of shares owned by a Holder. Under the tax laws, a Holder may be able to designate which blocks and the order of such blocks to be tendered pursuant to the tender offer. If no designation is made, the shares earliest acquired by the Holder will be considered redeemed for purposes of determining basis and holding period.

 

If a Holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of shares for cash, the entire amount of cash received by such Holder pursuant to the exchange will be treated as a dividend to the extent of the Holder’s allocable portion of our current and accumulated earnings and profits and then as a return of capital to the extent of the Holder’s adjusted tax basis in the shares exchanged and thereafter as capital gain. Provided certain holding period requirements are satisfied, non-corporate Holders generally will be subject to U.S. federal income tax at a maximum rate of 15% on amounts treated as dividends. Such a dividend will be taxed at a maximum rate of 15% in its entirety, without reduction for the tax basis of the shares exchanged. To the extent that a purchase of a non-corporate Holder’s shares by us in the tender offer is treated as the receipt by the Holder of a dividend, the non-corporate Holder’s remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the purchased shares will be added to any shares retained by the Holder. To the extent that cash received in exchange for shares is treated as a dividend to a corporate Holder, (i) it will be eligible for a dividends-received deduction (subject to applicable limitations) and (ii) it may constitute an “extraordinary dividend” under Section 1059 of the Code. Corporate Holders should consult their own tax advisors as to the application of Section 1059 of the Code.

 

We cannot predict whether or the extent to which the tender offer will be oversubscribed. If the tender offer is oversubscribed, proration of tenders pursuant to the tender offer will cause us to accept fewer shares than are tendered. Therefore, a Holder can be given no assurance that a sufficient number of such Holder’s shares will be purchased pursuant to the tender offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for United States federal income tax purposes pursuant to the rules discussed above. However, see Section 6 regarding a Holder’s right to tender shares subject to the condition that CBRL must purchase a specified minimum number of such Holder’s shares (if any are to be purchased).

 

See Section 3 with respect to the application of federal income tax withholding and backup withholding.

 

We urge shareholders to consult their tax advisor to determine the federal, state, local, foreign and other tax consequences to them of the tender offer, in light of the shareholder’s particular circumstances.

 

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether any of the events set forth in Section 7 shall have occurred

or shall be deemed by us to have occurred, to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the depositary and making a public announcement of such extension. We also expressly reserve the right, in our sole discretion, to terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of termination to the depositary and making a public announcement of the termination. Our reservation of the right to delay payment for shares that it has accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the tender offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the tender offer to shareholders or by decreasing or increasing the number of shares being sought in the tender offer. Amendments to the tender offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made under the tender offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a release through BusinessWire.

 

If we materially change the terms of the tender offer or the information concerning the tender offer, we will extend the tender offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information.

 

If we (1) increase or decrease the price to be paid for shares or the number of shares being sought in the tender offer and, if an increase in the number of shares is being sought, such increase exceeds 2% of the outstanding shares, and (2) the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 14, then the tender offer will be extended until the expiration of such ten business day period.

 

We have retained D.F. King & Co., Inc. to act as information agent and Computershare Trust Company, N.A. to act as depositary in connection with the tender offer. The

information agent may contact holders of shares by mail, telephone, telegraph and in person, and may request brokers, dealers, commercial banks, trust companies and other nominee shareholders to forward materials relating to the tender offer to beneficial owners. The information agent and the depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed by us for specified reasonable out-of-pocket expenses, and will be indemnified against certain liabilities in connection with the tender offer, including certain liabilities under the U.S. federal securities laws.

 

We have retained Wachovia Capital Markets, LLC to act as the dealer manager in connection with the tender offer. Wachovia Capital Markets, LLC will receive reasonable and customary compensation. We also have agreed to indemnify Wachovia Capital Markets, LLC against certain liabilities in connection with the tender offer, including liabilities under the U.S. federal securities laws. In the ordinary course of its trading and brokerage activities, Wachovia Capital Markets, LLC and its affiliates may hold positions, for their own accounts or for those of their customers, in our securities.

 

No fees or commissions will be payable by us to brokers, dealers, commercial banks or trust companies (other than fees to the dealer manager, the information agent and the depositary, as described above) for soliciting tenders of shares under the tender offer. We urge shareholders holding shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if shareholders tender shares through such brokers or banks and not directly to the depositary. However, upon request, we will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the tender offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent, the dealer manager, the information agent or the depositary for purposes of the tender offer. We will pay or cause to be paid all stock transfer taxes, if any, on its purchase of shares, except as otherwise provided in this document and Instruction 10 in the letter of transmittal.

 

We are not aware of any jurisdiction where the making of the tender offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the tender offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, we will not make the tender offer to (nor will tenders be accepted from or on behalf of) the holders of shares in that jurisdiction.

 

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the tender offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.

We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this document or in the letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us, the depositary, the information agent or the dealer manager.

 

 

December 13, 2006

 

The letter of transmittal and share certificates and any other required documents should be sent or delivered by each shareholder or that shareholder’s broker, dealer, commercial bank, trust company or nominee to the depositary at one of its addresses set forth below.

 

The depositary for the tender offer is:

 

 

 

Please direct any questions or requests for assistance to the information agent or the dealer manager at their respective telephone numbers and addresses set forth below. Please direct requests for additional copies of this offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at its telephone number and address set forth below. Shareholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. Please contact the depositary to confirm delivery of shares.

 

The information agent for the tender offer is:

 

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers call collect: (212) 269-5550

All others call toll free: (800) 848-2998

 

The dealer manager for the tender offer is:

 

 

375 Park Avenue, 4th Floor

New York, NY 10152

Attn: Tom Yates

Call: (212) 214-6129

Call toll-free: (800) 532-2916

(a)(1)(B)

 

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(including the associated common stock purchase rights)
Pursuant to the Offer to Purchase for Cash
Dated December 13, 2006
by
CBRL Group, Inc.
of
Up to 5,430,000 Shares of its Common Stock
at a Purchase Price Not Greater than $46.00 Nor Less Than $42.00 Per Share

 

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY TIME, ON JANUARY 11, 2007, UNLESS THE COMPANY EXTENDS THE TENDER OFFER.

 

The depositary for the tender offer is:

 

 

 

Delivery of this letter of transmittal to an address other than the one set forth above will not constitute a valid delivery.  You must deliver this letter of transmittal to the depositary. Deliveries to CBRL Group, Inc., a Tennessee corporation (“CBRL”), Wachovia Capital Markets, LLC (the dealer manager for the tender offer), or D.F. King & Co., Inc. (the information agent for the tender offer) will not be forwarded to the depositary and therefore will not constitute valid delivery to the depositary. Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility will not constitute delivery to the depositary.

 

DESCRIPTION OF SHARES TENDERED

 

 

If you desire to tender shares in the tender offer, but you cannot deliver the certificates for your shares and all other required documents to the depositary by the expiration date (as set forth in the offer to purchase), or cannot comply with the procedures for book-entry transfer on a timely basis, then you may tender your shares according to the guaranteed delivery procedures set forth in Section 3 of the offer to purchase. See Instruction 2. Delivery of this letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

 

Your attention is directed in particular to the following:

 

1. If you want to retain your shares, you do not need to take any action.

 

2. If you want to participate in the tender offer and wish to maximize the chance of having CBRL accept for payment all shares you are tendering hereby, you should check the box marked “Shares Tendered at Price Determined Pursuant to the Tender Offer” below and complete the other portions of this letter of transmittal as appropriate. If you agree to accept the Purchase Price (as defined below) selected by us in the tender offer, your shares will be deemed to be tendered at the minimum price. YOU SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE DETERMINED IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $42.00 PER SHARE.

 

3. If you wish to select a specific price at which you will be tendering your shares, you should select one of the boxes in the section captioned “Shares Tendered at Price Determined by Shareholder” below and complete the other portions of this letter of transmittal as appropriate.

 

You should use this letter of transmittal if you are causing the shares to be delivered by book-entry transfer to the depositary’s account at the Depositary Trust Company (“DTC”, which is hereinafter referred to as the “book-entry transfer facility”) pursuant to the procedures set forth in Section 3 of the offer to purchase. Only financial institutions that are participants in the book-entry transfer facility’s system may make book-entry delivery of the shares.

 

WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF TRANSMITTAL. BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

 

You should complete this letter of transmittal only if (1) you are also enclosing certificates for the shares you desire to tender, or (2) you intend to deliver certificates for such shares under a notice of guaranteed delivery previously sent to the depositary, or (3) you are delivering shares through a book-entry transfer into the depositary’s account at the book-entry transfer facility (as defined in Section 3 of the offer to purchase) in accordance with Section 3 of the offer to purchase, unless (in the case of a book-entry transfer only) you utilize an Agent’s Message (as defined in Instruction 2) instead of this letter of transmittal.

 

Indicate in the box below the order (by certificate number) in which shares are to be purchased in event of proration (attach additional signed list if necessary). If you do not designate an order and less than all shares tendered are purchased due to proration, shares will be selected for purchase by the depositary. See Instruction 7.

 

 

 

Name(s) of Tendering Shareholder(s): _ _

 

Date of Execution of notice of guaranteed delivery: _ _

 

Name of Institution that Guaranteed Delivery: _ _

 

 

Name(s) of Tendering Institution: _ _

 

Account Number: _ _

 

Transaction Code Number: _ _

 

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

	o	The undersigned wants to maximize the chance of having CBRL purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares at, and is willing to accept, the Purchase Price determined by CBRL pursuant to the terms of the tender offer (the “Purchase Price”). THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE DETERMINED IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $42.00 PER SHARE.

o $42.00		o $43.00		o $44.00		o $45.00		o $46.00
o $42.25		o $43.25		o $44.25		o $45.25
o $42.50		o $43.50		o $44.50		o $45.50
o $42.75		o $43.75		o $44.75		o $45.75

	o	is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares; or
	o	is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

	o	at the Purchase Price, as the same will be determined by CBRL in accordance with the terms of the tender offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or
	o	at the price per share indicated under the heading “Shares Tendered at Price Determined by Shareholder.”

	o	The minimum number of shares that CBRL must purchase from me if CBRL purchases any shares from me, is:            shares.

	o	The tendered shares represent all shares held by the undersigned.

	o	By checking this box, the undersigned represents that the undersigned is a participant in CBRL’s Dividend Reinvestment Program and hereby directs the depositary to instruct Computershare Investor Services, LLC, as administrator of the Dividend Reinvestment Program, to tender on behalf of the undersigned the following number of shares credited to the Dividend Reinvestment Program account of the undersigned:            shares.
	o	By checking this box, the undersigned represents that the undersigned is a participant in the CBRL’s Dividend Reinvestment Program and hereby directs the depositary to instruct Computershare Investor Services, LLC, as administrator of the Dividend Reinvestment Program, to tender on behalf of the undersigned all of the shares credited to the Dividend Reinvestment Program account of the undersigned.

	o	at the Purchase Price, as the same will be determined by CBRL in accordance with the terms of the tender offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or
	o	at the price per share indicated under the heading “Shares Tendered at Price Determined by Shareholder.”

 

Issue o	Check o	Certificate(s) to:

o	Credit Shares delivered by book-entry transfer and not purchased to the account set forth below:

 

Deliver o	Check o	Certificate(s) to:

 

 

To Computershare Trust Company, N.A.:

 

The undersigned hereby tenders to CBRL the above-described shares of CBRL’s common stock, par value $0.01 per share (“common stock”), including the associated common stock purchase rights (“associated rights”) issued under the Rights Agreement, dated as of September 7, 1999, between CBRL and Computershare Trust Company, N.A., as rights agent. The tender of the shares is being made at the price per share indicated in this letter of transmittal, net to the seller in cash, after any applicable withholding taxes and without interest, on the terms and subject to the conditions set forth in this letter of transmittal and in CBRL’s offer to purchase, dated December 13, 2006, receipt of which is hereby acknowledged. Unless the context otherwise requires, all references to the shares shall refer to the common stock and shall include the associated rights; and unless the associated rights are redeemed prior to the expiration of the tender offer, a tender of shares will constitute a tender of the associated rights.

 

Subject to and effective upon acceptance for payment of, and payment for, shares tendered with this letter of transmittal in accordance with the terms of the tender offer (including, if the offer is extended or amended, the terms and conditions of the extension or amendment), the undersigned hereby (1) sells, assigns and transfers to or upon the order of CBRL all right, title and interest in and to all of the shares tendered hereby which are so accepted and paid for; (2) orders the registration of any shares tendered by book-entry transfer that are purchased under the tender offer to or upon the order of CBRL; and (3) irrevocably constitutes and appoints the depositary as attorney-in-fact of the undersigned with respect to such shares, with the full knowledge that the depositary also acts as the agent of CBRL, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

 

(a) deliver certificates for shares, or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of CBRL, upon receipt by the depositary, as the undersigned’s agent, of the Purchase Price with respect to such shares;

 

(b) present certificates for such shares for cancellation and transfer on CBRL’s books; and

 

(c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the tender offer.

 

The undersigned understands that CBRL will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $46.00 nor less than $42.00 per share (the “Purchase Price”), which it will pay for shares properly tendered and not properly withdrawn pursuant to the tender offer, after taking into account the number of shares so tendered and the prices specified by tendering shareholders. The undersigned understands that CBRL will select the lowest purchase price that will allow it to purchase 5,430,000 shares or, if a lesser number of shares is properly tendered and not properly withdrawn, all such shares that are properly tendered and not properly withdrawn. The undersigned further understands that CBRL reserves the right to purchase more than 5,430,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements as set forth in the tender offer. CBRL will purchase all shares properly tendered at or below the Purchase Price and not properly withdrawn, subject to the conditions of the tender offer and the “odd lot” priority, proration and conditional tender provisions described in the offer to purchase. The undersigned understands that all shareholders whose shares are purchased by CBRL will receive the same Purchase Price for each share purchased in the tender offer. Shares tendered at prices in excess of the Purchase Price that is determined by CBRL and shares not purchased because of proration or conditional tenders will be returned.

 

The undersigned hereby covenants, represents and warrants to CBRL that:

 

(a) the undersigned has a net long position in the shares or equivalent securities at least equal to the number of shares being tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is tendering the shares in compliance with Rule 14e-4 under the Exchange Act;

 

(b) the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby;

(c) when and to the extent CBRL accepts the shares for purchase, CBRL will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights;

 

(d) the undersigned will, upon request, execute and deliver any additional documents deemed by the depositary or CBRL to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby and accepted for purchase; and

 

(e) the undersigned agrees to all of the terms of the tender offer.

 

The undersigned understands that tendering of shares under any one of the procedures described in Section 3 of the offer to purchase and in the Instructions to this letter of transmittal will constitute a binding agreement between the undersigned and CBRL upon the terms and subject to the conditions of the tender offer. The undersigned acknowledges that under no circumstances will CBRL pay interest on the Purchase Price.

 

The undersigned recognizes that under certain circumstances set forth in the offer to purchase, CBRL may terminate or amend the tender offer; or may postpone the acceptance for payment of, or the payment for, shares tendered, or may accept for payment fewer than all of the shares tendered hereby. The undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above. The undersigned acknowledges that under no circumstances will CBRL pay interest on the Purchase Price, regardless of any delay in making payment.

 

By participating in the tender offer, the undersigned acknowledges that: (1) the tender offer is established voluntarily by CBRL, is discretionary in nature and may be extended, modified, suspended or terminated by CBRL as provided in the offer to purchase; (2) the undersigned is voluntarily participating in the tender offer; (3) the future value of CBRL’s common stock is unknown and cannot be predicted with certainty; (4) the undersigned has read and understands the offer to purchase and related letter of transmittal; (5) the undersigned has consulted his or her tax and financial advisors with regard to how the tender offer will impact his or her personal situation; (6) any foreign exchange obligations triggered by the undersigned’s tender of shares or the receipt of proceeds are solely his or her responsibility; and (7) regardless of any action that CBRL takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the tender offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his or her sole responsibility. In that regard, the undersigned authorizes CBRL to withhold all applicable Tax Items legally payable by the undersigned.

 

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, CBRL, its subsidiaries, and third party administrators for the exclusive purpose of implementing, administering and managing his or her participation in the tender offer.

 

The undersigned understands that CBRL holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any shares of stock held in CBRL, details of all options or any other entitlement to shares outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing his or her stock ownership (“Data”). The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the tender offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting CBRL. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the tender offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom held any shares of stock. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the tender offer. The undersigned understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing CBRL. The undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the tender offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned understands that he or she may contact CBRL.

The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered hereby. The certificate numbers, the number of shares represented by such certificates, and the number of shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above. The price at which the shares are being tendered should be indicated in the appropriate box above.

 

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the aggregate purchase price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of shares tendered by book-entry transfer, by credit to the account at the book-entry transfer facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the aggregate purchase price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and any certificates for shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both the “Special Payment Instructions” and the “Special Delivery Instructions” are completed, please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

 

The undersigned recognizes that CBRL has no obligation, under the Special Payment Instructions, to transfer any certificate for shares from the name of its registered holder, or to order the registration or transfer of shares tendered by book-entry transfer, if CBRL purchases none of the shares represented by such certificate or tendered by such book-entry transfer.

 

All authority conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this letter of transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the offer to purchase, this tender is irrevocable.

Name(s):

Capacity (full title):

Address:

(Area Code) Telephone Number:

Taxpayer Identification or Social Security No.:

Authorized Signature:

Name(s):

Name of Firm:

Address:

Address Line 2:

(Area Code) Telephone No.:

 

 

YOU MUST COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 BELOW. Please provide your social security number or other taxpayer identification number (“TIN”) and certify that you are not subject to backup withholding

 

 

 

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”
INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

Sign Here _ _		Signature of U.S. Person _ _		Date _ _

 

INSTRUCTIONS OF LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS OF THE TENDER OFFER

 

1. Guarantee of Signatures.  Except as otherwise provided in this Instruction, all signatures on this letter of transmittal must be guaranteed by a financial institution that is a participant in an acceptable medallion guarantee program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this letter of transmittal need not be guaranteed if either (a) this letter of transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this letter of transmittal, shall include any participant in the book-entry transfer facility whose name appears on a security position listing as the owner of shares) tendered herewith and such holder(s) have not completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this letter of transmittal; or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 8. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 8.

 

2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.  You should complete this letter of transmittal only if you are (a) forwarding certificates with this letter of transmittal, (b) going to deliver certificates under a notice of guaranteed delivery previously sent to the depositary, or (c) causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the tender offer to purchase, unless (in the case of a book-entry transfer only) you utilize an Agent’s Message instead of this letter of transmittal. In order for you to properly tender shares, (1) the depositary must receive certificates for all physically tendered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the depositary’s account at the book-entry transfer facility, together in each case with a properly completed and duly executed letter of transmittal, or an Agent’s Message in connection with book-entry transfer, and any other documents required by this letter of transmittal, at one of its addresses set forth in this letter of transmittal by the expiration date (as defined in the offer to purchase), or (2) you must comply with the guaranteed delivery procedures set forth below and in Section 3 of the offer to purchase.

 

The term “Agent’s Message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that CBRL may enforce this agreement against the participant.

 

Guaranteed Delivery.  If you cannot deliver your shares and all other required documents to the depositary by the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your shares, pursuant to the guaranteed delivery procedure described in Section 3 of the offer to purchase, by or through any Eligible Institution. To comply with the guaranteed delivery procedure, you must (1) properly complete and duly execute a notice of guaranteed delivery substantially in the form provided to you by CBRL, specifying the price at which you are tendering your shares, including (where required) a Guarantee by an Eligible Institution in the form set forth in the notice of guaranteed delivery; (2) arrange for the depositary to receive the notice of guaranteed delivery by the expiration date; and (3) ensure that the depositary receives the certificates for all physically tendered shares or book-entry confirmation of electronic delivery of shares, as the case may be, together with a properly completed and duly executed letter of transmittal with any required signature guarantees or an Agent’s Message in connection with book-entry transfer, and all other documents required by this letter of transmittal, within three NASDAQ Global Select Market trading days after receipt by the depositary of such notice of guaranteed delivery, all as provided in Section 3 of the offer to purchase.

 

The notice of guaranteed delivery may be delivered by hand, facsimile transmission or mail to the depositary and must include, if necessary, a guarantee by an Eligible Institution in the form set forth in such notice. For shares to be tendered properly under the guaranteed delivery procedure, the depositary must receive the notice of guaranteed delivery before the expiration date.

 

The method of delivery of all documents, including certificates for shares, is at the option and risk of the tendering shareholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure timely delivery.

Except as specifically permitted by Section 6 of the offer to purchase, CBRL will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares. By executing this letter of transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered shares.

 

3. Inadequate Space.  If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers, the number of shares represented by the certificate(s) and the number of shares tendered with respect to each certificate on a separate signed schedule attached to this letter of transmittal.

 

4. Partial Tenders and Unpurchased Shares.  (Not applicable to shareholders who tender by book-entry transfer.) If you wish to tender (i.e., offer to sell) fewer than all of the shares evidenced by any certificate(s) that you deliver to the depositary, fill in the number of shares that you wish to tender (i.e., offer for sale) in the column entitled “Number of Shares Tendered.” In this case, if CBRL purchases any of the shares that you tender, CBRL will issue to you a new certificate for the unpurchased shares. The new certificate will be sent to the registered holder(s) as promptly as practicable after the expiration date. Unless you indicate otherwise, all shares represented by the certificate(s) listed and delivered to the depositary will be deemed to have been tendered. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, any tendered but unpurchased shares will be credited to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the shareholder.

 

5. Indication of Price at Which Shares are Being Tendered.  In order to properly tender your shares by this letter of transmittal, you must either

 

a. check the box under “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER” in order to maximize the chance of having CBRL purchase all of the shares that you tender (subject to the possibility of proration); OR

 

b. check one of the boxes indicating the price per share at which you are tendering shares in the section entitled “SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER.”

 

YOU MUST CHECK ONE, AND ONLY ONE, BOX.  If you check more than one box or no boxes, then you will be deemed not to have properly tendered your shares. If you wish to tender portions of your different share holdings at different prices, you must complete a separate letter of transmittal for each price at which you wish to tender each such portion of your share holdings. You cannot tender the same shares at more than one price (unless, prior to tendering previously tendered shares at a new price, you properly withdrew those shares in accordance with Section 4 of the offer to purchase).

 

By checking the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” you agree to accept the Purchase Price resulting from the tender offer process, which may be as low as $42.00 or as high as $46.00 per share. By checking a box under “Shares Tendered at Price Determined by Shareholder,” you acknowledge that doing so could result in none of the shares you tender being purchased if the Purchase Price for the shares turns out to be less than the price you selected.

 

6. Odd Lots.  As described in Section 1 of the offer to purchase, if CBRL purchases fewer than all shares properly tendered before the expiration date and not properly withdrawn, CBRL will first purchase all shares tendered by any shareholder who (a) owns, beneficially or of record, an aggregate of fewer than 100 shares, and (b) tenders all of his or her shares at or below the Purchase Price. You will only receive this preferential treatment if you own fewer than 100 shares and tender ALL of the shares you own at or below the Purchase Price. Even if you otherwise qualify for “odd lot” preferential treatment, you will not receive such preference unless you complete the section entitled “Odd Lots” in this letter of transmittal.

 

7. Order of Purchase in the Event of Proration.  As described in Section 1 of the offer to purchase, shareholders may specify the order in which their shares are to be purchased in the event that, as a result of proration or otherwise, CBRL purchases some but not all of the tendered shares pursuant to the terms of the tender offer. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the shares that CBRL purchases. See Sections 1, 6 and 14 of the offer to purchase.

 

8. Signatures on Letter of Transmittal, Stock Powers and Endorsements.

 

a. Exact Signatures.  If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

b. Joint Holders.  If the shares are registered in the names of two or more persons, ALL such persons must sign this letter of transmittal.

 

c. Different Names on Certificates.  If any tendered shares are registered in different names on several certificates, you must complete, sign and submit as many separate letters of transmittal as there are different registrations of certificates.

 

d. Endorsements.  If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificate(s) representing such shares or separate stock powers are required unless payment of the Purchase Price is to be made, or the certificates for shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s). Signature(s) on any such certificate(s) or stock powers must be guaranteed by an Eligible Institution.

 

If this letter of transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, or if payment is to be made, or the certificates for shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s), the certificate(s) for the shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for such shares, and the signature(s) on such certificates or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

 

If this letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the depositary evidence satisfactory to CBRL that such person has authority so to act.

 

9. Dividend Reinvestment Program.  If a tendering shareholder desires to tender pursuant to the tender offer shares credited to the shareholder’s account under CBRL’s Dividend Reinvestment Program (the “Dividend Reinvestment Program”), the box captioned “Tender of Dividend Reinvestment Program Shares” should be completed. A participant in the Dividend Reinvestment Program may complete such box on only one letter of transmittal submitted by such participant. If a participant submits more than one letter of transmittal and completes such box on more than one letter of transmittal, the participant will be deemed to have elected to tender all shares credited to the shareholder’s account under the Dividend Reinvestment Program at the lowest of the prices specified in such letters of transmittal. If a participant tenders Dividend Reinvestment Program shares, such participant will receive cash for any dividend payable during the pendency of the tender offer.

 

If a shareholder authorizes a tender of shares held in the Dividend Reinvestment Program, all such shares credited to such shareholder’s account(s), including fractional shares, will be tendered, unless otherwise specified in the appropriate space in the box captioned “Tender of Dividend Reinvestment Program Shares.” In the event that the box captioned “Tender of Dividend Reinvestment Program Shares” is not completed, no shares held in the tendering shareholder’s account will be tendered. See Section 3 of the offer to purchase for a further explanation of the procedures for tendering and consequences of tendering Dividend Reinvestment Program shares. If a participant tenders all of such participant’s Dividend Reinvestment Program shares and all such shares are purchased by CBRL pursuant to the tender offer, such tender will be deemed to be authorization and written notice to Computershare Investor Services, LLC of termination of such participant’s participation in the Dividend Reinvestment Program.

 

10. Stock Transfer Taxes.  Except as provided in this Instruction 10, no stock transfer tax stamps or funds to cover such stamps need to accompany this letter of transmittal. CBRL will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased under the tender offer. If, however:

 

a. payment of the Purchase Price is to be made to any person other than the registered holder(s);

 

b. certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; OR

 

c. tendered certificates are registered in the name of any person(s) other than the person(s) signing this letter of transmittal, or to the person signing this letter of transmittal, but at a different address

 

then the depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such

 

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

 

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

 

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

 

 

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

 

Obtaining a Number

 

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

 

Payees Exempt from Backup Withholding

 

Payees specifically exempted from backup withholding include:

 

 

Payees that may be exempt from backup withholding include:

 

 

  The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

 

If the payment is for ...

Interest and dividend payments
Broker transactions

 

THEN the payment is exempt for ...

All exempt recipients except for 9.
Exempt recipients 1 through 13.

 

Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker.

 

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate IRS Form W-8 and return it to the payer.

 

Privacy Act Notice.  Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

 

Penalties

 

(1) Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

 

(2) Civil Penalty for False Information with Respect to Withholding.  If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

 

(3) Criminal Penalty for Falsifying Information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

 

(4) Misuse of TINs.  If the requestor discloses or uses TINs in violation of federal law, the requestor may be subject to civil and criminal penalties.

 

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.

 

The letter of transmittal and certificates for shares and any other required documents should be sent or delivered by each tendering shareholder or its broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth on the cover letter of this letter of transmittal.

 

Any questions or requests for assistance or for additional copies of the offer to purchase, the letter of transmittal or the notice of guaranteed delivery may be directed to the information agent at the telephone number and address set forth below. You may also contact the dealer manager or your broker, dealer, commercial bank or trust company for assistance concerning the tender offer. To confirm delivery of your shares, please contact the depositary.

 

The depositary for the tender offer is:

 

 

 

Delivery of this letter of transmittal to an address, or transmission of instruction via a facsimile number, other than as set forth above will not constitute proper delivery.

 

The information agent for the tender offer is:

 

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, New York 10005

Banks and Brokers call collect: (212) 269-5550

All others call toll free: (800) 848-2998

 

The dealer manager for the tender offer is:

 

 

375 Park Avenue, 4th Floor

New York, NY 10152

Attn: Tom Yates

Call: (212) 214-6129

Call toll-free: (800) 532-2916

 

NOTICE OF GUARANTEED DELIVERY

(Not to be Used for Signature Guarantee)

for

Tender of Shares of Common Stock

(including the associated common stock purchase rights)

of

CBRL GROUP, INC.

 

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 11, 2007 UNLESS CBRL GROUP, INC. EXTENDS THE TENDER OFFER.

 

As set forth in Section 3 of the offer to purchase, dated December 13, 2006 you should use this notice of guaranteed delivery (or a facsimile of it) to accept the tender offer (as defined herein) if:

 

(a) your share certificates are not immediately available or you cannot deliver certificates representing shares of common stock, par value $0.01 per share (“common stock”) of CBRL Group, Inc., a Tennessee corporation (“CBRL”), including the associated common stock purchase rights issued under the Rights Agreement dated as of September 7, 1999 (“associated rights”), prior to the “expiration date” (as defined in Section 1 of the offer to purchase); or

 

(b) the procedure for book-entry transfer cannot be completed before the expiration date; or

 

(c) time will not permit a properly completed and duly executed letter of transmittal and all other required documents to reach the depositary referred to below before the expiration date.

 

You may deliver this notice of guaranteed delivery (or a facsimile of it), signed and properly completed, by hand, mail, overnight courier or facsimile transmission so that the depositary receives it before the expiration date. See Section 3 of the offer to purchase and Instruction 2 to the letter of transmittal.

 

The depositary for the tender offer is:

 

 

 

Delivery of this notice of guaranteed delivery to an address, or transmission of instructions via the facsimile number other than as set forth above will not constitute a proper delivery.

 

Deliveries to CBRL, to the dealer manager of the tender offer, or to the information agent of the tender offer will not be forwarded to the depositary and therefore will not constitute valid delivery. Deliveries to the book-entry transfer facility (as defined in the offer to purchase) will not constitute valid delivery to the depositary.

 

You cannot use this notice of guaranteed delivery form to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an “eligible guarantor institution” (as defined in Section 3 of the offer to purchase) under the instructions thereto, such signature must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

 

The undersigned hereby tenders to CBRL the number of shares indicated below, at the price per share indicated below, net to the seller in cash, after any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the offer to purchase and the related letter of transmittal, which together (and as each may be amended or supplemented from time to time) constitute the tender offer, and the receipt of which is hereby acknowledged. This tender is being made pursuant to the guaranteed delivery procedure set forth in Section 3 of the offer to purchase. Unless the context otherwise requires, all references to the shares shall refer to the common stock and include the associated rights; and unless the rights are redeemed prior to the expiration of the tender offer, a tender of the shares will constitute a tender of the associated rights.

 

Number of Shares Being Tendered Hereby:                      Shares

 

 

CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

 

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(See Instruction 5 of the letter of transmittal)

 

By checking the box below INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares at the Purchase Price (defined below) determined by CBRL in accordance with the terms of the tender offer. For purposes of determining the Purchase Price, those shares that are tendered by the undersigned agreeing to accept the Purchase Price determined by CBRL in the tender offer will be deemed tendered at the minimum price of $42.00 per share.

 

 

 

 — OR —

 

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER

(See Instruction 5 of the letter of transmittal)

 

 

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the shareholder tenders shares.  You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares tendered at a different price in accordance with Section 4 of the offer to purchase.

 

Price (in Dollars) Per Share at Which Shares Are Being Tendered

 

 

You WILL NOT have validly tendered your shares

unless you check ONE AND ONLY ONE BOX ON THIS PAGE.

	o	is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares; or
	o	is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

	o	at the Purchase Price, which will be determined by CBRL in accordance with the terms of the tender offer (persons checking this box should check the first box on page 2 of this notice of guaranteed delivery, under the heading “Shares Tendered at Purchase Price Pursuant to the Tender Offer”); or
	o	at the price per share indicated under the heading, “Shares Tendered at Price Determined by Shareholder” on page 2 of this notice of guaranteed delivery.

	o	The minimum number of shares that CBRL must purchase from me if CBRL purchases any shares from me, is:                      shares.

	o	The tendered shares represent all shares held by the undersigned.

	TENDER OF DIVIDEND REINVESTMENT PROGRAM SHARES

	o	By checking this box, the undersigned represents that the undersigned is a participant in the CBRL’s Dividend Reinvestment Program and hereby directs the depositary to instruct Computershare Investor Services, LLC, as administrator of the Dividend Reinvestment Program, to tender on behalf of the undersigned all of the shares credited to the Dividend Reinvestment Program account of the undersigned.

	o	at the Purchase Price, as the same will be determined by CBRL in accordance with the terms of the tender offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or
	o	at the price per share indicated under the heading “Shares Tendered at Price Determined by Shareholder.”

 

Name(s) of Shareholders:	Area Code & Phone No.:	Address(es) of Shareholders:

Signature(s) of Shareholder(s):	Date:

Name of Firm:_ _		Name of Firm:_ _
Authorized Signature:_ _		Authorized Signature:_ _
Name:_ _		Name:_ _
Title:_ _		Title:_ _
Address:_ _		Address:_ _
Zip Code:_ _		Zip Code:_ _
Area Code and Telephone Number: _ _		Area Code and Telephone Number: _ _
Dated:_ _, 200		Dated:_ _, 200

 

 

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

(a)(1)(D)

 

Offer to Purchase for Cash by CBRL Group, Inc.
up to 5,430,000 Shares of its Common Stock
(including the associated common stock purchase rights)
at a Purchase Price Not Greater Than $46.00
Nor Less Than $42.00 Per Share

 

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 11, 2007, UNLESS CBRL GROUP, INC. EXTENDS THE TENDER OFFER.

 

December 13, 2006

 

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

 

We have been appointed by CBRL Group, Inc., a Tennessee corporation (“CBRL”), to act as information agent in connection with its offer to purchase for cash up to 5,430,000 shares of its common stock, par value $0.01 per share (“common stock”), including the associated common stock purchase rights (“associated 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 greater 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 offer to purchase, dated December 13, 2006, and the related letter of transmittal, which together (and as each may be amended or supplemented from time to time) constitute the tender offer. Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee. Unless the context otherwise requires, all references to the shares shall refer to our common stock and shall include the associated rights, and unless the associated rights are redeemed prior to the expiration of the tender offer, a tender of the shares will constitute a tender of the associated rights.

 

CBRL will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $46.00 nor less than $42.00 per share, net to the seller in cash, without interest, that it will pay for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, after taking into account the total number of shares so tendered and the prices specified by tendering shareholders. CBRL will select the lowest purchase price (in multiples of $0.25) (“Purchase Price”) within the range specified above that will allow it to purchase 5,430,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn. All shares that are acquired in the tender offer will be acquired at the same Purchase Price, regardless of whether the shareholder tendered at a lower price. CBRL will purchase only shares properly tendered at prices at or below the Purchase Price and not properly withdrawn, on the terms and subject to the conditions of the tender offer. However, because of the “odd lot” priority, conditional tender and proration provisions described in the offer to purchase, CBRL may not purchase all of the shares tendered even if shareholders properly tendered at or below the Purchase Price if more than the number of shares being sought by CBRL are properly tendered. CBRL expressly reserves the right, in its sole discretion, to purchase more than 5,430,000 shares pursuant to the tender offer, subject to applicable law and a $250 million limit established by its Board of Directors. CBRL will not purchase shares tendered at prices greater than the Purchase Price or shares that it does not accept for purchase because of “odd lot” priority, conditional tender or proration provisions. Shares not purchased in the tender offer will be returned to the tendering shareholders at CBRL’s expense promptly after the expiration of the tender offer.

If, at the expiration date more than 5,430,000 shares (or such greater number of shares as CBRL may elect to purchase, subject to applicable law and the $250 million limit) are properly tendered at or below the Purchase Price and not properly withdrawn, CBRL will buy shares:

 

 

The tender offer is not conditioned upon the receipt of financing nor on any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions. See Section 7 of the offer to purchase.

 

For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

 

1. Offer to Purchase, dated December 13, 2006;

 

2. Letter to Our Clients, which you may send to your clients for whom you hold shares registered in your name or in the name of your nominee, with an Instruction Form provided for obtaining such clients’ instructions with regard to the tender offer;

 

3. Letter of Transmittal, for your use and for the information of your clients, together with accompanying instructions, Substitute Form W-9, and Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9;

 

4. Notice of Guaranteed Delivery, to be used to accept the tender offer in the event that you are unable to deliver the share certificates, together with all other required documents, to the depositary before the expiration date, or if the procedure for book-entry transfer cannot be completed before the expiration date;

 

5. Letter to Shareholders from the Chairman, President and Chief Executive Officer of CBRL; and