UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CARROLS RESTAURANT GROUP
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(Name of Issuer)
COMMON
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(Title of Class of Securities)
14574X104
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1745 (8-07)
CUSIP No. 14574X104 13G Page 2 of.5 Pages
1. Names of Reporting Persons.
FIRST MANHATTAN CO.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Citizenship or Place of Organization NEW YORK
5. Sole Voting Power 159,250
6. Shared Voting Power 1,798,451
7. Sole Dispositive Power 159,250
8. Shared Dispositive Power 1,939,030
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,098,280
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9) 9.40%
12. Type of Reporting Person (See Instructions) BD, IA, PN
CUSIP No. 14574X104 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
CARROLS RESTAURANT GROUP
Item 1(b). Address of Issuer's Principal Executive Offices:
968 JAMES STREET
SYRACUSE, NY 13203
Item 2(a). Name of Person Filing:
FIRST MANHATTAN CO.
Item 2(b). Address of Principal Business Office, or if None, Residence:
437 MADISON AVENUE
NEW YORK, NY 10022
Item 2(c). Citizenship U.S.A.
Item 2(d). Title of Class of Securities COMMON
Item 2(e). CUSIP Number: 14574X104
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under 15 of the Act (15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940 (15U.S.C 80a-8).
(e0 [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act
(12 .S.C1813);
(i) [_] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) [_] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
CUSIP No. 14574X104 13G Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned 2,098,280
(b) Percent of class: 9.40%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 159,250
(ii) Shared power to vote or to direct the vote 1,798,451
(iii) Sole power to dispose or to direct the disposition of 159,250
(iv) Shared power to dispose or to direct the disposition of 1,939,030
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following: [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
Item 9. Notice of Dissolution of Group.
CUSIP No. 14574X104 13G Page 5 of 5 Pages
Item 10. Certifications.
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(a) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
*(b) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable 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.
February 13, 2012
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(Date)
s/s/ Neal K. Stearns
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(Signature)
Neal K. Stearns
Senior Managing Director
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(Name/Title)
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).