Attached files
| file | filename |
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| EX-99.1 - NEWS RELEASE - BIGLARI HOLDINGS INC. | v179109_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 30, 2010
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THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
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INDIANA
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0-8445
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37-0684070
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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175
East Houston Street, Suite 1300
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San
Antonio, Texas
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78205
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(Address
of principal executive offices)
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(Zip
Code)
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(317)
633-4100
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Registrant's
telephone number, including area
code
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets
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On March
30, 2010, The Steak n Shake Company (“SNS”), through its wholly-owned
subsidiary, Grill Acquisition Corporation (“Merger Sub”), acquired 100% of the
outstanding equity interests of Western Sizzlin Corporation (“Western”),
pursuant to an Agreement and Plan of Merger among SNS, Merger Sub and Western,
dated as of October 22, 2009 (the “Agreement”). Upon the consummation of the
merger pursuant to the Agreement, Western merged with and into Merger Sub, with
Western continuing as the surviving corporation and as a wholly-owned subsidiary
of SNS.
Under
the terms of the Agreement, each share of Western’s common stock was cancelled
upon the completion of the merger and converted into the right to receive a pro
rata portion of a new issue of 14% redeemable subordinated debentures due 2015
issued by SNS (the “debentures”) in the aggregate principal amount of
$22,959,000 (approximately $8.07 principal amount of debentures per Western
share), with cash to be paid in lieu of fractional debenture
interests.
As
previously disclosed through SNS’s Form 8-K originally filed with the Securities
and Exchange Commission (“SEC”) on October 23, 2009, SNS and Western are closely
related by certain common directors, certain common executive officers, certain
common shareholders, and by the beneficial ownership by affiliates of Western of
more than five percent of the outstanding common stock of
SNS. Western had advised SNS that two directors of Western
(Sardar Biglari and Philip L. Cooley) are members of a “group,” within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
who along with Western beneficially own an aggregate of 98,167 shares of SNS’s
common stock, or approximately 6.8% of SNS's currently outstanding common
stock. Additionally, Mr. Biglari is the Chairman of the Board of
Directors and Chief Executive Officer of both
SNS and Western. Mr. Cooley is Vice Chairman of SNS's and Western's
Board of Directors. In recognition of these close relationships, the Agreement
was negotiated between the special committees of the Boards of Directors of SNS
and Western, each of which was composed entirely of directors that had no
such relationships.
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Item
8.01
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Other
Events
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SNS and
Western issued a joint press release on March 30, 2010 announcing the
consummation of the merger. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits
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a)
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Financial
Statements of Business
Acquired
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The
following financial statements that were included in a Registration Statement on
Form S-4 (File No. 333-163192) filed by SNS with the SEC (as amended, modified
or supplemented, the “Registration Statement”) are incorporated by reference in
response to Item 9.01(a) of this Current Report on Form 8-K:
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·
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Audited
Consolidated Financial Statements of Western as of December 31, 2008 and
2007, and for the fiscal years ended December 31, 2008, 2007 and
2006.
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·
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Unaudited
Consolidated Financial Statements of Western as of September 30, 2009 and
December 31, 2008, and for the three and nine months ended September 30,
2009 and 2008.
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b)
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Pro
Forma Financial Information
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The pro
forma financial information required to be filed in connection with the merger
described in Item 2.01 above are included in the Registration Statement and are
incorporated by reference in response to Item 9.01(b) of this Current Report on
Form 8-K.
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d)
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Exhibits
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Exhibit
No.
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Descriptions
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2.1*
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Agreement
and Plan of Merger by and among SNS, Merger Sub and Western, dated as of
October 22, 2009. This exhibit omits the disclosure schedules of the
parties thereto, the contents of which are referred to in the text
thereof. The Registrant agrees to furnish supplementally
a copy of any omitted schedules to the Securities and Exchange Commission
upon request.
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99.1
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Press
Release dated March 30, 2010
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*Previously
filed by Registrant as an exhibit of the same number to the Form 8-K filed
with the SEC on October 23, 2009 and incorporated herein by
reference.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
THE
STEAK N SHAKE COMPANY
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By:
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/s/
Duane
E. Geiger
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Duane E.
Geiger
Interim
Chief Financial Officer, Vice President, and Controller
Dated:
March 30, 2010