sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Lone Star Steakhouse & Saloon, Inc.
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(Name of Subject Company (Issuer))
Lone Star Steakhouse & Saloon, Inc.
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, $.01 par value
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(Title of Class of Securities)
542307103
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(CUSIP Number of Class of Securities)
John White
Lone Star Steakhouse & Saloon, Inc.
Executive Vice President
224 East Douglas, Suite 700
Wichita, Kansas 67202
(316) 264-8899
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky, LLP
505 Park Avenue
New York, NY 10022
(212) 755-1467
CALCULATION OF FILING FEE
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Transaction
Valuation* Amount of Filing Fee
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check the 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: Filing Party:
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Form or Registration No.: Date Filed:
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/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:
/ / third-party tender offer subject to Rule 14d-1.
/X/ 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: / /
For Immediate Release Contact: Robert Solomon/John Henderson
(212)-843-8050/(212)-843-8054
Lone Star Steakhouse & Saloon, Inc. Nasdaq: STAR
Wichita, Kansas May 9, 2002
LONE STAR STEAKHOUSE & SALOON, INC. ANNOUNCES MODIFIED
DUTCH AUCTION TENDER OFFER FOR UP TO 4 MILLION OF ITS
COMMON SHARES
Lone Star Steakhouse & Saloon, Inc. today announced that it will commence a
Modified Dutch Auction tender offer for up to 4 million shares of its common
stock, representing approximately 16% of its currently outstanding shares. Under
the terms of the tender offer, Lone Star will invite shareholders to tender
their shares at prices specified by the tendering shareholders at a purchase
price not in excess of $22.50 nor less than $20.50 per share. The tender offer
is expected to commence within the next week.
The funds required for Lone Star to consummate the tender offer will come from
its available cash.
As previously reported, Lone Star retained UBS Warburg LLC to act as Lone Star's
financial advisor in connection with Lone Star's consideration of strategic
alternatives. After an extensive process to seek potential buyers involving a
significant commitment of management time and effort, Lone Star entered into a
non-binding Letter of Intent with Bruckmann, Rosser, Sherrill & Co. LLC ("BRS")
with respect to the proposed sale and merger of Lone Star for $20.50 per share.
However, as announced on May 6, 2002, the parties were not able to agree on the
terms of a definitive agreement and the non-binding Letter of Intent expired on
May 4, 2002. As a result of these developments, the Board of Directors decided
to pursue alternatives to a sale of Lone Star and ultimately resolved that Lone
Star commence a Modified Dutch Auction tender offer.
Based upon the number of shares tendered and the prices specified by the
tendering shareholders, Lone Star will select a single per-share purchase price
within the expected price range to be paid for shares which have been tendered
at or below the selected price. If the offer is over-subscribed, shares will be
purchased first from shareholders owning fewer than 100 shares and
tendering all of such shares at or below the purchase price determined by Lone
Star and then from all other shares tendered at or below such purchase price on
a pro rata basis. Lone Star reserves the right to purchase more than 4 million
shares. The tender offer will not be conditioned on any minimum number of shares
being tendered.
A complete description of the terms and conditions of the tender offer will be
set forth in Lone Star's Offer to Purchase. Subject to applicable law, Lone Star
may, in its sole discretion, waive any condition applicable to the tender offer
or extend or terminate or otherwise amend the tender offer.
Lone Star has also agreed to purchase from Jamie B. Coulter, Chief Executive
Officer of Lone Star, up to a number of shares so that Mr. Coulter will have the
same percentage ownership of outstanding shares of Lone Star immediately after
the closing of the tender offer that he currently owns, subject to the same pro
rata reduction as other shareholders if the tender offer is oversubscribed. Mr.
Coulter currently owns 2,395,393 outstanding shares or approximately 9.7% of
Lone Star's outstanding shares. As a result of this transaction, and assuming
the tender offer is fully subscribed, Lone Star will have purchased an aggregate
of approximately 18% of its outstanding shares of common stock.
Neither Lone Star nor its Board of Directors is making any recommendation to
shareholders as to whether to tender or refrain from tendering their shares or
as to the purchase price of any tender. Each shareholder must make his or her
own decision whether to tender shares and, if so, how many shares and at what
price or prices shares should be tendered.
SHAREHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. SHAREHOLDERS WILL BE
ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE SEC'S WEB
SITE AT WWW.SEC.GOV OR FROM THE INFORMATION AGENT, INNISFREE M&A INCORPORATED
(888-750-5834). SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR
TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.
Lone Star Steakhouse & Saloon, Inc. owns and operates a chain of 249 domestic
and 25 international Lone Star Steakhouse & Saloon restaurants. The Company also
owns and operates 5 Del Frisco's Double Eagle Steak Houses and 15 Sullivan's
Steakhouses.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although the Company
believes the assumptions underlying the forward-looking statements contained
herein, including the development plans of the Company, are reasonable, any of
the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements contained in the press release will prove to
be accurate. In light of significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.