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 December 4,
2006:
For Immediate Release Contact: Innisfree M&A Incorporated
Michael C. Brinn
(212)-750-8253
Lone Star Steakhouse & Saloon, Inc. Nasdaq: STAR
Adjournment of Special Meeting
Wichita, Kansas December 4, 2006
A special meeting of stockholders of Lone Star Steakhouse & Saloon, Inc. was
held on November 30, 2006 for the purpose of voting on a proposal to adopt the
Agreement and Plan of Merger by and among Lone Star Steakhouse & Saloon, Inc.,
Lone Star U.S. Acquisitions LLC ("Lone Star Acquisitions") and COI Acquisition
Corp., an affiliate of Lone Star Acquisitions. As a result of the transactions
contemplated by the merger agreement, Lone Star Acquisitions and its affiliates
will acquire our entire company, including all of our restaurant operations,
which include Lone Star Steakhouse & Saloon, Texas Land & Cattle Co., Sullivan's
Steakhouse, Del Frisco's Double Eagle Steak House and Frankie's Italian Grille.
On November 30, 2006, the parties amended the original merger agreement to
increase the aggregate consideration to be received by our stockholders as a
result of the transactions contemplated by the merger agreement from $27.10 to
$27.35 per share in cash, without interest.
At the special meeting of stockholders to act on the original merger agreement
convened on November 30, 2006, we received the requisite vote of our
stockholders to adjourn the special meeting. The vote to adjourn the meeting was
54.5% of the votes cast, and a simple majority of the votes cast was required
for approval of the adjournment. The special meeting was adjourned and will be
reconvened on 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.
Lone Star Steakhouse & Saloon, Inc. currently owns and operates 219 domestic
Lone Star Steakhouse & Saloon restaurants, 16 Sullivan's Steakhouse restaurants;
five Del Frisco's Double Eagle Steak House restaurants, one Frankie's Italian
Grille restaurant and 24 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.