SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Jefferies Capital Partners IV LLC (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/16/2009	3. Issuer Name and Ticker or Trading Symbol CARROLS RESTAURANT GROUP, INC. [ TAST ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	6,559,739(2)(3)	I	See Footnote 1(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Jefferies Capital Partners IV LLC (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* JEFFERIES CAPITAL PARTNERS IV LP (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Jefferies Employee Partners IV LLC (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* JCP PARTNERS IV LLC (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* JCP IV LLC (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* FRIEDMAN BRIAN P (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* LUIKART JAMES L (Last) (First) (Middle) C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.

2. See Exhibit 99.

3. See Exhibit 99.

Remarks:

Remarks: This report is filed jointly by Jefferies Capital Partners, General Partner, Manager, Mr. Friedman and Mr. Luikart, all of whom are 10% owners. The address of each Reporting Person is c/o Jefferies Capital Partners, 520 Madison Avenue, 10th Floor, New York, New York 10022.

	/s/ Brian P. Friedman	06/25/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                                                      EXHIBIT 99

(1)  Jefferies Capital Partners IV LLC ("Manager"), JCP IV LLC ("General
     Partner"), Brian P. Friedman ("Mr. Friedman") and James L. Luikart ("Mr.
     Luikart") may be deemed to own beneficially and indirectly the shares of
     common stock, par value $.01 ("Common Stock"), of Carrols Restaurant Group,
     Inc. (the "Company"), owned by (i) Jefferies Capital Partners IV L.P.
     ("Jefferies Capital Partners IV"), which beneficially owns 5,695,472 shares
     of Common Stock; (ii) Jefferies Employee Partners IV LLC ("Jefferies
     Employee Partners"), which beneficially owns 655,985 shares of Common
     Stock; and (iii) JCP Partners IV LLC ("JCP Partners" and, together with
     Jefferies Capital Partners IV and Jefferies Employee Partners,
     collectively, "Jefferies Capital Partners" and, together with Manager,
     General Partner, Mr. Friedman and Mr. Luikart, collectively, the "Reporting
     Persons"), which beneficially owns 208,282 shares of Common Stock. General
     Partner is the general partner of Jefferies Capital Partners IV and is the
     managing member of each of Jefferies Employee Partners and JCP Partners,
     and has the power to vote or direct the vote, and to dispose or direct the
     disposition of, the shares of Common Stock reported herein which are deemed
     owned by Jefferies Capital Partners, and, in such capacities, may be deemed
     to beneficially own the shares of Common Stock reported herein which are
     deemed owned by Jefferies Capital Partners. General Partner disclaims
     beneficial ownership of the shares of Common Stock reported herein except
     to the extent of its pecuniary interest therein. Manager is the manager of
     Jefferies Capital Partners and the managing member of General Partner, and
     has the power to vote or direct the vote, and to dispose or to direct the
     disposition of, the shares of Common Stock reported herein which are deemed
     owned by Jefferies Capital Partners, and, in such capacity, may be deemed
     to beneficially own the shares of Common Stock reported herein which are
     deemed owned by Jefferies Capital Partners. Manager disclaims beneficial
     ownership of the shares of Common Stock reported herein except to the
     extent of its pecuniary interest therein. Mr. Luikart and Mr. Friedman are
     managing members of Manager, and, in such capacity, may be deemed to
     beneficially own the shares of Common Stock reported herein which are
     deemed owned by Jefferies Capital Partners. Mr. Luikart and Mr. Friedman
     disclaim beneficial ownership of the shares of Common Stock reported herein
     except to the extent of their pecuniary interest therein.

(2)  On June 16, 2009, Jefferies Capital Partners entered into (i) a letter
     agreement (the "Madison Purchase Agreement") with Madison Dearborn Capital
     Partners, L.P. ("MDCP") and Madison Dearborn Capital Partners II, L.P.
     ("MDCP II" and, together with MDCP, "Madison"), pursuant to which Jefferies
     Capital Partners IV agreed to purchase 2,457,025 shares of Common Stock
     from Madison, Jefferies Employee Partners agreed to purchase 282,992 shares
     of Common Stock from Madison and JCP Partners agreed to purchase 89,852
     shares of Common Stock from Madison and (ii) a letter agreement (the "BIB
     Purchase Agreement" and, together with the Madison Purchase Agreement, the
     "Purchase Agreements") with BIB Holdings (Bermuda), Ltd. ("BIB"), pursuant
     to which Jefferies Capital Partners IV agreed to purchase 3,238,447 shares
     of Common Stock from BIB, Jefferies Employee Partners agreed to purchase
     372,993 shares of Common Stock from BIB and JCP Partners agreed to purchase
     118,430 shares of Common Stock from BIB. Jefferies Capital Partners will
     receive the shares of Common Stock reported herein upon the consummation of
     the transactions contemplated by the Purchase Agreements on or about July
     2, 2009.

(3)  Jefferies & Company, Inc. ("Jefferies") beneficially owned 228,500 shares
     of Common Stock as of June 16, 2009. Jefferies Group, Inc. ("Group") may be
     deemed to beneficially own the shares of Common Stock owned by Jefferies.
     Each of Jefferies and Group may be considered an affiliate of the Reporting
     Persons for purposes of Section 13 of the Securities Exchange Act of 1934,
     as amended (the "Exchange Act"). Jefferies Capital Partners and Jefferies
     entered into an agreement, dated as of June 16, 2009, which contemplates
     certain arrangements relating to the Common Stock. Each of the Reporting
     Persons expressly disclaims (i) beneficial ownership of the shares of
     Common Stock beneficially owned or that may be beneficially owned by
     Jefferies and/or Group and (ii) that the Reporting Persons and Jefferies
     and/or Group constitute a "group" for purposes of Section 13 of the
     Exchange Act.

JEFFERIES CAPITAL PARTNERS IV L.P.
JEFFERIES EMPLOYEE PARTNERS IV LLC
JCP PARTNERS IV LLC


By: JEFFERIES CAPITAL PARTNERS IV LLC,
    as Manager

By: /s/ Brian P. Friedman
    ----------------------------------
Name:  Brian P. Friedman
Title: Managing Member



JCP IV LLC


By: JEFFERIES CAPITAL PARTNERS IV LLC,
    as Managing Member

By: /s/ Brian P. Friedman
    ----------------------------------
Name:  Brian P. Friedman
Title: Managing Member



JEFFERIES CAPITAL PARTNERS IV LLC


By: /s/ Brian P. Friedman
    ----------------------------------
Name:  Brian P. Friedman
Title: Managing Member



/s/ Brian P. Friedman
- --------------------------------------
Brian P. Friedman



/s/ James L. Luikart
- --------------------------------------
James L. Luikart