| SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* |
| Carrols Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 14574X104 (CUSIP Number) April 30, 2009 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | 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).
PAGE 1 OF 8 PAGES
| CUSIP No. 14574X104 |
| 1 | NAME OF REPORTING PERSON | |||||||
| Manulife Financial Corporation | ||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ¨ | ||||||
| (b) ¨ | ||||||||
| N/A | ||||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||
| Canada | ||||||||
| 5 | SOLE VOTING POWER | |||||||
| -0- | ||||||||
| Number of | 6 | SHARED VOTING POWER | ||||||
| Shares | ||||||||
| Beneficially | -0- | |||||||
| Owned by | ||||||||
| Each | 7 | SOLE DISPOSITIVE POWER | ||||||
| Reporting | ||||||||
| Person | -0- | |||||||
| With | ||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||
| -0- | ||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||
| None, except through its indirect, wholly-owned subsidiaries, MFC Global Investment Management (U.S.A.) Limited | ||||||||
| and MFC Global Investment Management (U.S.), LLC | ||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |||||||
| N/A | ||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||||
| See line 9 above. | ||||||||
| 12 | TYPE OF REPORTING PERSON* | |||||||
| HC | ||||||||
| *SEE INSTRUCTIONS PAGE 2 OF 8 PAGES |
| CUSIP No. 14574X104 |
| 1 | NAME OF REPORTING PERSON | |||||||
| MFC Global Investment Management (U.S.A.) Limited | ||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ¨ | ||||||
| (b) ¨ | ||||||||
| N/A | ||||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||
| Canada | ||||||||
| 5 | SOLE VOTING POWER | |||||||
| 1,319 | ||||||||
| Number of | 6 | SHARED VOTING POWER | ||||||
| Shares | ||||||||
| Beneficially | -0- | |||||||
| Owned by | ||||||||
| Each | 7 | SOLE DISPOSITIVE POWER | ||||||
| Reporting | ||||||||
| Person | 1,319 | |||||||
| With | ||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||
|
-0-
|
||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||
| 1,319 | ||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |||||||
| N/A | ||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||||
| 0.01% | ||||||||
| 12 | TYPE OF REPORTING PERSON* | |||||||
| IA | ||||||||
| *SEE INSTRUCTIONS PAGE 3 OF 8 PAGES |
| CUSIP No. 14574X104 |
| 1 | NAME OF REPORTING PERSON | |||||||
| MFC Global Investment Management (U.S.), LLC | ||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ¨ | ||||||
| (b) ¨ | ||||||||
| N/A | ||||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||
| Delaware | ||||||||
| 5 | SOLE VOTING POWER | |||||||
| 1,246,158 | ||||||||
| Number of | 6 | SHARED VOTING POWER | ||||||
| Shares | ||||||||
| Beneficially | -0- | |||||||
| Owned by | ||||||||
| Each | 7 | SOLE DISPOSITIVE POWER | ||||||
| Reporting | ||||||||
| Person | 1,246,158 | |||||||
| With | ||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||
| -0- | ||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||
| 1,246,158 | ||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |||||||
| N/A | ||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||||
| 5.77% | ||||||||
| 12 | TYPE OF REPORTING PERSON* | |||||||
| IA | ||||||||
| *SEE INSTRUCTIONS PAGE 4 OF 8 PAGES |
| Item 1(a) | Name of Issuer: | |||||
| Carrols Restaurant Group, Inc. | ||||||
| Item 1(b) | Address of Issuer's Principal Executive Offices: | |||||
| 968 James Street | ||||||
| Syracuse, New York 13203 | ||||||
| Item 2(a) | Name of Person Filing: | |||||
| This filing is made on behalf of Manulife Financial Corporation (“MFC”) and MFC’s | ||||||
| indirect, wholly-owned subsidiaries, MFC Global Investment Management (U.S.A.) Limited | ||||||
| (“MFC Global (U.S.A.)”) and MFC Global Investment Management (U.S.), LLC (“MFC | ||||||
| Global (U.S.)”). | ||||||
| Item 2(b) | Address of Principal Business Office: | |||||
| The principal business offices of MFC and MFC Global (U.S.A.) are located at 200 Bloor | ||||||
| Street East, Toronto, Ontario, Canada, M4W 1E5. | ||||||
| The principal business office of MFC Global (U.S.) is located at 101 Huntington Avenue, | ||||||
| Boston, Massachusetts 02199. | ||||||
| Item 2(c) | Citizenship: | |||||
| MFC and MFC Global (U.S.A.) are organized and exist under the laws of Canada. | ||||||
| MFC Global (U.S.) is organized and exists under the laws of the State of Delaware. | ||||||
| Item 2(d) | Title of Class of Securities: | |||||
| Common Stock | ||||||
| Item 2(e) | CUSIP Number: | |||||
| 14574X104 | ||||||
| Item 3 | If this statement is being filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), | |||||
| check whether the person filing is a: | ||||||
| MFC: | (g) (X) | a parent holding company in accordance with | ||||
| §240.13d-1(b)(1)(ii)(G). | ||||||
| MFC Global (U.S.A.): | (e) (X) | an investment adviser in accordance with | ||||
| §240.13d-1(b)(1)(ii)(E). | ||||||
| MFC Global (U.S.): | (e) (X) | an investment adviser in accordance with | ||||
| §240.13d-1(b)(1)(ii)(E). | ||||||
| Item 4 | Ownership: | |||||
| (a) Amount Beneficially Owned: MFC Global (U.S.A.) has beneficial ownership of 1,319 | ||||||
| shares of Common Stock and MFC Global (U.S.) has beneficial ownership of 1,246,158 | ||||||
| shares of Common Stock. Through its parent-subsidiary relationship to MFC Global | ||||||
| (U.S.A.) and MFC Global (U.S.), MFC may be deemed to have beneficial ownership of | ||||||
| these same shares. | ||||||
| PAGE 5 OF 8 PAGES |
| (b) | Percent of Class: Of the 21,592,462 shares outstanding as of May 1, 2009, according to | |||||
| the issuer's Quarterly Report on Form 10-Q for the period ended March 29, 2009, MFC | ||||||
| Global (U.S.A.) held 0.01% and MFC Global (U.S.) held 5.77%. | ||||||
| (c) | Number of shares as to which the person has: | |||||
| (i) | sole power to vote or to direct the vote: | |||||
| MFC Global (U.S.A.) and MFC Global (U.S.) each has sole power to vote or to | ||||||
| direct the voting of the shares of Common Stock beneficially owned by each of | ||||||
| them. | ||||||
| (ii) | shared power to vote or to direct the vote: -0- | |||||
| (iii) | sole power to dispose or to direct the disposition of: | |||||
| MFC Global (U.S.A.) and MFC Global (U.S.) each has sole power to dispose or | ||||||
| to direct the disposition of the shares of Common Stock beneficially owned by | ||||||
| each of them. | ||||||
| (iv) | shared power to dispose or to direct the disposition of: -0- | |||||
| Item 5 | Ownership of Five Percent or Less of a Class: | |||||
| Not applicable. | ||||||
| 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: | ||||||
| See Items 3 and 4 above. | ||||||
| Item 8 | Identification and Classification of Members of the Group: | |||||
| Not applicable. | ||||||
| Item 9 | Notice of Dissolution of Group: | |||||
| Not applicable. | ||||||
| Item 10 | Certification: | |||||
| By signing below the undersigned certifies that, to the best of its 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. | ||||||
PAGE 6 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Manulife Financial Corporation | |||||
| By: /s/ Kenneth G. Pogrin | |||||
| Name: Kenneth G. Pogrin | |||||
| Dated: May 8, 2009 | Title: Attorney in Fact* | ||||
| MFC Global Investment Management (U.S.A.) Limited | |||||
| By: /s/ Kenneth G. Pogrin | |||||
| Name: Kenneth G. Pogrin | |||||
| Dated: May 8, 2009 | Title: General Counsel and Secretary | ||||
| MFC Global Investment Management (U.S.), LLC | |||||
| By: /s/ William E. Corson | |||||
| Name: William E. Corson | |||||
| Dated: May 8, 2009 | Title: Vice President and Chief Compliance Officer | ||||
* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.
| PAGE 7 OF 8 PAGES |
| EXHIBIT A |
JOINT FILING AGREEMENT
Manulife Financial Corporation, MFC Global Investment Management (U.S.A.) Limited and MFC Global Investment Management (U.S.), LLC agree that the Schedule 13G (Amendment No. 3) to which this Agreement is attached, relating to the Common Stock of Carrols Restaurant Group, Inc., is filed on behalf of each of them.
| Manulife Financial Corporation | |||||
| By: /s/ Kenneth G. Pogrin | |||||
| Name: Kenneth G. Pogrin | |||||
| Dated: May 8, 2009 | Title: Attorney in Fact* | ||||
| MFC Global Investment Management (U.S.A.) Limited | |||||
| By: /s/ Kenneth G. Pogrin | |||||
| Name: Kenneth G. Pogrin | |||||
| Dated: May 8, 2009 | Title: General Counsel and Secretary | ||||
| MFC Global Investment Management (U.S.), LLC | |||||
| By: /s/ William E. Corson | |||||
| Name: William E. Corson | |||||
| Dated: May 8, 2009 | Title: Vice President and Chief Compliance Officer | ||||
* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.
PAGE 8 OF 8 PAGES