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 purchase all of your shares without subjecting them to the proration procedure. See Section 1. How will we pay for the shares? Assuming that the maximum of 5,430,000 shares are purchased in the offer at the maximum price of $46.00 per share, we will need approximately $250 million to purchase those shares. We anticipate that we...

expiry = 2007-01-11...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 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....

expiry = 2007-01-11...6 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: By Mail: By Hand or Overnight Courier: Computershare Trust Company, N.A. Attention: Corporate Actions P.O. Box 859208 Braintree, MA 02185-9208 Computersh...

listed = True...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 ou...

mechanism = DUTCH...al $350 million share repurchase program, including this tender offer. We are authorized to expend up to $250 million in the tender offer. 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...hase, 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: • 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...shareholder due to proration. If, because of proration, CBRL will not purchase the minimum number of shares that you designate, CBRL may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your shares and must have checked the box so indicated. Upon selection by random lot, if any, CBRL will limit its purchase in each case to the designated minimum number of shares. If you are an “odd lot” holder and you tender all of your shares, you cannot conditionally tender such shares, since these shares will not be subject to proration. All ten...

no_priority = True...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 b...

price = USD 42.0-46.0...ikely to be higher than the number of registered shareholders of record. 9. Source and Amount of Funds. 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 expense...

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...ee Instruction 6) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. On the date hereof, the undersigned either (check ONE box): 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 t...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g04680toexv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE Ex-99.(a)(1)(A) Offer to Purchase 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 C...

txn_type = TENDER_OFFEREX-99.(A)(1)(B) 2 g04940a1exv99wxayx1yxby.htm EXHIBIT (A)(1)(B) LETTER OF TRANSMITTAL Exhibit (a)(1)(B) (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...