CBRL GROUP INC CBRL

election_required = True...ares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, and you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will 2 Table of Contents purchase all of your shares without subjecting them to the proration procedure. See Section 1. How will we pay for the shares? We will need approximately $770,500,000 (plus expenses of approximately $2,400,000) to purchase 16,750,000 shares, assuming a maximum purchase price per share of $46.00. We anticipate...

election_required = True...of shares pursuant to the tender offer. 7. If you (i) own beneficially or of record an aggregate of fewer than 100 shares, (ii) instruct us to tender on your behalf ALL of the shares you own at or below the Purchase Price before the expiration date and (iii) check the box captioned “Odd Lots” in the attached Instruction Form, then CBRL, upon the terms and subject to the conditions of the tender offer, will accept all of your tendered shares for purchase regardless of any proration that may be applied to the purchase of other shares properly tendered but not meeting the above conditions. 8. If you wish to condition your tende...

expiry = 2006-04-27...ommon 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 APRIL 27, 2006, 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 16,750,000 shares of its common stock, par value $0...

expiry = 2006-04-27...ommon 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 APRIL 27, 2006, UNLESS CBRL GROUP, INC. EXTENDS THE TENDER OFFER. March 31, 2006 Dear Shareholder: Enclosed for your consideration are the offer to purchase, dated March 31, 2006, and the related letter of transmittal, in connection with the tender offer...

listed = True...URCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. 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 Stock Market (National Market System) (“Nasdaq”) under the trading symbol “CBRL.” We publicly announced the tender offer on March 17, 2006, before the opening of trading on the Nasdaq on that date. On March 16, 2006, the last trading day prior to the announcement of the tender offer, the reported closing price of our common stock on the Nasdaq was $44.30 per share. On March 30, 2006,...

mechanism = DUTCH...” the “Company” or “CBRL,” is offering to purchase shares of its common stock, $0.01 par value per share, including the associated rights. What will the purchase price for the shares be? We are conducting the tender offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price or prices (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. We will determine the purchase price that we will pay per share promptly after the tender offer expires. The purchase price will be the lowest price at which, based on the nu...

must_tender_all = True...ter number of shares as we may elect to purchase, subject to applicable law) are properly tendered at prices at or below the purchase price and not properly withdrawn, we will buy shares: • first, from all holders of odd lots (holders of less than 100 shares) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date; • second, on a pro rata basis from all other shareholders who properly tender shares at or below the purchase price selected by us, other than shareholders who tender conditionally and whose conditions are not satisfied; and • thir...

must_tender_all = True...h greater number of shares as CBRL may elect to purchase, subject to applicable law) are properly tendered at or below the Purchase Price and not properly withdrawn, CBRL will buy shares: · first, from all holders of odd lots (holders of less than 100 shares) who properly tender all of their shares of such at or below the Purchase Price and do not properly withdraw them before the expiration date; · second, on a pro rata basis from all other shareholders who properly tender shares at or below the Purchase Price, other than shareholders who tender conditionally and whose conditions are not satisfied, with appropriate adjustments to...

price = USD 42.0-46.0...kely to be higher than the number of registered shareholders of record. 9. Source and Amount of Funds. Assuming that 16,750,000 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 $703.5 million and $770.5 million. We anticipate that we will fund the purchase of the shares tendered in the tender offer primarily from borro...

threshold = 100...rposes 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 a...

threshold = 100...igated to pay any brokerage commissions or fees, solicitation fees, or (except as set forth in the offer to purchase and Instruction 10 to the letter of transmittal) stock transfer taxes on CBRL’s purchase of shares pursuant to the tender offer. 7. If you (i) own beneficially or of record an aggregate of fewer than 100 shares, (ii) instruct us to tender on your behalf ALL of the shares you own at or below the Purchase Price before the expiration date and (iii) check the box captioned “Odd Lots” in the attached Instruction Form, then CBRL, upon the terms and subject to the conditions of the tender offer, will accept all of your tendered shares for purchase reg...

txn_type = TENDER_OFFEREX-99.A.1.A 2 g00440toexv99waw1wa.htm EX-99.A.1.A OFFER TO PURCHASE exv99waw1wa Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash By Of Up to 16,750,000 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 MIDNI...

txn_type = TENDER_OFFEREX-99.A.1.F 2 exhibit_99a1f.htm EXHIBIT 99.A.1.F Exhibit 99.A.1.F [CBRL GROUP, INC. LOGO] Offer to Purchase for Cash by CBRL Group, Inc. of up to 16,750,000 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 APRIL 27, 2006, UNLES...