sec document
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Under Rule 14a-12
LONE STAR STEAKHOUSE & SALOON, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
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| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid
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(2) Form, Schedule or Registration Statement No:
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(3) Filing Party:
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(4) Date Filed:
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This filing consists of the following information announced by Lone
Star Steakhouse & Saloon, Inc. (the "Company") in a press release on November
30, 2006:
For Immediate Release Contact: Innisfree M&A Incorporated
Michael C. Brinn
(212)-750-8253
Lone Star Steakhouse & Saloon, Inc. Nasdaq: STAR
Wichita, Kansas November 30, 2006
LONE STAR STEAKHOUSE & SALOON ANNOUNCES AMENDED
MERGER AGREEMENT WITH AFFILIATES OF LONE STAR FUNDS,
RAISING PRICE TO $27.35 PER SHARE IN CASH
Lone Star Steakhouse & Saloon, Inc. (Nasdaq: STAR) announced today that its
previously announced merger agreement with affiliates of Lone Star Funds, a
Dallas-based private equity firm, has been amended to increase the aggregate
consideration to be received by Lone Star Steakhouse & Saloon's stockholders
from $27.10 to $27.35 per share in cash.
The amended merger agreement has been unanimously approved by Lone Star
Steakhouse & Saloon's board of directors.
Lone Star Steakhouse & Saloon also announced that it has received the requisite
vote of its stockholders to adjourn its special meeting of stockholders to vote
on the merger agreement. Lone Star Steakhouse & Saloon has adjourned the special
meeting from November 30, 2006 until Tuesday, December 12, 2006 at 1:00 p.m.,
Eastern Time, at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
located at Park Avenue Tower, 65 East 55th Street, New York, New York 10022. The
record date for stockholders entitled to vote at the special meeting remains
October 17, 2006. Lone Star Steakhouse & Saloon noted that stockholders that
have previously voted may change their vote, but need not vote again.
Fred Chaney, Chairman of the Board of Lone Star Steakhouse & Saloon, said, "The
Board of Directors unanimously believes that the amended transaction is the best
way to deliver enhanced value to our stockholders. If they have not done so
already, we urge our stockholders to vote FOR the transaction at the December
12, 2006 special meeting. We expect to close the transaction promptly after
receipt of stockholder approval."
Lone Star Funds, despite the similarity in name, is not an affiliate or
associate of Lone Star Steakhouse & Saloon, and Lone Star Funds does not have
any relationship with Lone Star Steakhouse & Saloon, except with respect to the
merger agreement. No members of the management or the board of directors of Lone
Star Steakhouse & Saloon will be participating with Lone Star Funds or its
affiliates in the purchase of Lone Star Steakhouse & Saloon.
Lone Star Steakhouse & Saloon stockholders are reminded that their vote is
extremely important. Approval of the transaction requires the affirmative vote
of the holders of a majority of Lone Star Steakhouse & Saloon's outstanding
shares. Not voting or abstaining from voting has the same effect as a vote
against the transaction. Lone Star Steakhouse & Saloon will promptly mail a
supplement to its definitive proxy statement to stockholders entitled to vote at
the special meeting.
Stockholders who have any questions or need assistance in voting their shares
are advised to call Lone Star Steakhouse & Saloon's proxy solicitor, Innisfree
M&A Incorporated, toll-free at (877) 456-3488.
Lone Star Steakhouse & Saloon currently owns and operates 217 domestic Lone Star
Steakhouse & Saloon restaurants, 15 Sullivan's Steakhouse restaurants; five Del
Frisco's Double Eagle Steak House restaurants, one Frankie's Italian Grille
restaurant and 23 Texas Land & Cattle Steak House restaurants. Licensees operate
four domestic and 13 international Lone Star restaurants, and one domestic Del
Frisco's Double Eagle Steak House restaurant.
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 future operating performance, comparable sales and 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.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Lone Star Steakhouse & Saloon, Inc. (the "Company") has made a definitive filing
with the Securities and Exchange Commission of a proxy statement and
accompanying proxy card to be used to solicit votes in favor of the transactions
(the "Transactions") contemplated by the Agreement and Plan of Merger, dated as
of August 18, 2006, as amended as of November 30, 2006, by and among the
Company, Lone Star U.S. Acquisitions LLC and COI Acquisition Corp., at the
special meeting of stockholders of the Company to be held on December 12, 2006
(the "Special Meeting").
THE COMPANY STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING, INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN, AND ANY
AMENDMENTS OR SUPPLEMENTS WILL CONTAIN, IMPORTANT INFORMATION. SUCH PROXY
MATERIALS ARE, AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE MATERIALS WILL BE,
AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, A STOCKHOLDER WHO WISHES TO RECEIVE A COPY OF
THE DEFINITIVE PROXY MATERIALS, WITHOUT CHARGE, SHOULD SUBMIT THIS REQUEST TO
THE COMPANY'S PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT 501 MADISON
AVENUE, 20TH FLOOR, NEW YORK, NEW YORK 10022 OR BY CALLING INNISFREE TOLL-FREE
AT (877) 456-3488.
The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the Transactions. Information
concerning the interests of the Company and the other participants in the
solicitation is set forth in the Company's definitive proxy statement filed with
the Securities and Exchange Commission in connection with the Transactions and
Annual Reports on Form 10-K, previously filed with the Securities and Exchange
Commission.