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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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)
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Proposed
maximum aggregate value of transaction:
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(5)
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Institutional
Shareholder Services (“ISS”), a leading independent proxy advisory firm,
recommends that OSI’s stockholders vote FOR the proposed merger. The ISS
report stated in part: “Based on a reasonable premium and valuation
multiples, lack of interest from competing bidders and a normal
arbitrage
spread for the company’s stock price, we believe that the current offer
represents a more favorable alternative for
shareholders.”
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The
Special Committee concluded that $40.00 would result in greater
value to
OSI’s stockholders than the other alternatives it and the Board
considered, including
pursuing management’s current business plan, monetizing individual or
multiple restaurant concepts or undertaking a leveraged recapitalization.
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The
proposed merger consideration of $40.00 per share represents:
a
23% premium over the closing price of shares of OSI common stock
on
November 3, 2006, the last trading day prior to announcement
of the
merger; a premium of approximately 19.7% over the average closing
price of
shares of OSI common stock over a 30-day period; and a premium
of
approximately 26.5% over the average closing price of shares
of OSI common
stock over a 90-day period.
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Wachovia
Securities and Piper Jaffray, financial advisors to the Special
Committee,
concluded that the $40.00 per share merger consideration was
fair from a
financial point of view to the holders of such shares (other
than the
company’s founders and certain members of senior management participating
in the investor group).
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The
merger agreement allowed OSI to solicit alternative acquisition
offers for
50 days following the public announcement of the merger agreement.
During
this period, the company’s representatives had contact with 18 potential
purchasers, none of whom indicated that they would be interested
in making
a proposal to acquire OSI at a price in excess of $40.00 per
share.
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Under
Delaware law, approval of the merger agreement requires the
affirmative
vote of a majority of the outstanding shares entitled to
vote at the
special meeting. In addition, the merger agreement requires
that this
approval be obtained without consideration as to the vote
of any shares
held by our founders and the members of management participating
in the
investor group. Accordingly
your vote is very important. We encourage you to vote your
shares today
using the enclosed duplicate proxy card. You may also vote
via phone or
Internet by following the instructions printed on the enclosed
proxy card.
If you have any questions, please call MacKenzie Partners,
Inc. at (800)
322-2885.
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/s/
Thomas A. James
/s/
Toby S. Wilt
/s/ Chris T. Sullivan
Thomas
A. James
Toby
S. Wilt
Chris
T. Sullivan
Co-Chairman
of the
Co-Chairman
of the
Chairman
of the
Special
Committee
Special
Committee
Board
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If
you have any questions or require assistance in voting
your shares,
please
contact MacKenzie
Partners at the phone numbers or email address listed
below.
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