scheduleto.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Washington, D.C. 20549


Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Name of Subject Company)

(Name of Person Filing Statement)

Common Stock, no par value
(Title of Class of Securities)

(CUSIP Number of Class of Securities)
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
Attention: Paula J. Shives
(407) 245-4000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)

with a copy to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: James Cole Jr.
(212) 403-1000

     Calculation of Filing Fee   
Transaction valuation*                                             Amount of filing fee* 
                                                                 Not Applicable                                                       Not applicable 

*     Pursuant to General Instruction D to Schedule TO, no filing fee is required because communications made before the commencement of a tender offer.

¨   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: ______________________
Form or Registration No.: ______________________
Filing Party: ________________________________
Date Filed: _________________________________

x   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates: 
               x    third-party tender offer subject to Rule 14d-1. 
               ¨ issuer tender offer subject to Rule 13e-4. 
               ¨ going-private transaction subject to Rule 13e-3. 
               ¨ amendment to Schedule 13D under Rule 13d-2. 
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

Item 12.   Exhibits

              Exhibit                                                                                                 Description

99.01    Slides Used in Connection with the Investor Call Presentation Held on August 17, 2007 
    by Darden Restaurants, Inc. 
99.02    Transcript of the Investor Call on August 17, 2007 Regarding Announcement of the 
    Merger Agreement Between Darden Restaurants, Inc. and RARE Hospitality 
    International, Inc. 


     This filing is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of RARE Hospitality International, Inc. (“RARE”) common stock described in this filing has not commenced. At the time the expected tender offer is commenced, Darden Restaurants, Inc. (the “Company”) or a wholly owned subsidiary of the Company will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”), and RARE will file a solicitation/recommendation statement with respect to the tender offer. Investors and RARE stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other offer documents) and the related solicitation/recommendation statement because they will contain important information. When available, the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all stockholders of RARE at no expense to them. These documents will also be available at no charge at the SEC’s website at


     This filing contains forward-looking statements as defined by the federal securities laws which are based on the Company’s current expectations and assumptions, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, projected or implied, including, among other things, risks relating to the expected timing of the completion and financial benefits of the Offer and the Merger. The Company undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.