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
/_/ Definitive Additional Materials
/X/ 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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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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This filing consists of a press release issued by the Registrant on
August 18, 2006:
CONTACT:
LONE STAR STEAKHOUSE & SALOON, INC.
Rubenstein Associates, Inc.
Marcia Horowitz
(212) 843-8014
LONE STAR FUNDS
Ed Trissel
Vistance Group
212.935.2071
LONE STAR STEAKHOUSE & SALOON, INC. ANNOUNCES AGREEMENT
TO BE ACQUIRED BY LONE STAR FUNDS
Wichita, Kansas, August 18, 2006 - Lone Star Steakhouse & Saloon, Inc.
(Nasdaq: STAR) announced today that it had signed a definitive agreement to be
acquired by affiliates of Lone Star Funds, a Dallas-based private equity firm,
for $27.10 per share in cash, a 15% premium to its closing price on August 17,
2006. The total value of the transaction is over $600 million.
The Board of Directors of Lone Star Steakhouse & Saloon approved the
agreement in a special meeting today. The transaction is subject to stockholder
approval and other customary conditions and is expected to be completed during
the fourth quarter of 2006.
In making the announcement, Jamie B. Coulter, Chief Executive Officer
of Lone Star Steakhouse & Saloon, said, "We are pleased with the terms of this
transaction and believe it is in the best interests of the Company's
stockholders."
Len Allen, President of Lone Star Funds' U.S. operations, said, "We
have a history of buying well-known consumer brands and we believe Lone Star
Steakhouse & Saloon is a great addition to our portfolio."
A special meeting of stockholders of Lone Star Steakhouse & Saloon will
be announced soon to obtain stockholder approval of the transaction. In view of
the pending transaction, Lone Star Steakhouse & Saloon does not anticipate
paying a cash dividend for the 2006 third quarter, but intends to subsequently
pay this dividend to its stockholders if for any reason the transaction is not
consummated.
North Point Advisors LLC and Thomas Weisel Partners LLC are serving as
financial advisors to Lone Star Steakhouse & Saloon and Piper Jaffray & Co. is
serving as financial advisor to Lone Star Funds. Olshan Grundman Frome
Rosenzweig & Wolosky LLP and Jenkens & Gilchrist, P.C. acted as legal advisors
to Lone Star Steakhouse & Saloon and Lone Star Funds, respectively.
About Lone Star Steakhouse & Saloon, Inc.
Lone Star Steakhouse & Saloon currently owns and operates 222 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 22 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.
About Lone Star Funds
Lone Star Funds, based in Dallas, is a leading U.S. private equity firm
that manages more than USD $13 billion in assets and investments in North
America, Europe and Asia.
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 are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
contained in this press release will prove to be accurate.
In connection with the proposed transaction, the Company will file a
proxy statement with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the proxy statement (when available) and other
documents filed by the Company at the Securities and Exchange Commission's web
site at www.sec.gov. The proxy statement and such other documents may also be
obtained for free from the Company by directing such request to the Company,
Attention: Gerald T. Aaron, Secretary, Lone Star Steakhouse & Saloon, Inc., 224
East Douglas, Suite 700, Wichita, Kansas 67202, Telephone: (316) 264-8899.
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 proposed
transaction. Information concerning the interests of Company's participants in
the solicitation is set forth in the Company's proxy statements and Annual
Reports on Form 10-K, previously filed with the Securities and Exchange
Commission, and in the proxy statement relating to the transaction when it
becomes available.