Western Sizzlin Corporation Completes Distribution of Special Dividend of Steak n Shake Shares
09 Novembro 2009 - 11:14PM
PR Newswire (US)
ROANOKE, Va., Nov. 9 /PRNewswire-FirstCall/ -- Western Sizzlin
Corporation ("Western") (NASDAQ:WEST), today announced that on
November 6, 2009, Western completed its previously announced
distribution to Western stockholders of a special dividend payable
in the form of 1,322,806 shares of common stock of The Steak n
Shake Company ("Steak n Shake") (NYSE:SNS). The dividend was paid
at the rate of approximately 0.465 shares of Steak n Shake common
stock for each share of Western outstanding as of November 2, 2009,
the record date for the distribution, with fractional share
interests settled by a cash payment. The distribution was made
pursuant to the terms of the previously announced merger agreement
entered into on October 22, 2009 between Western and Steak n Shake.
Pursuant to the merger agreement, Western would be acquired by
Steak and Shake in exchange for subordinated debentures of Steak n
Shake in an aggregate principal amount of $22,959,000. At the
effective time of the merger, each share of Western's common stock
would be converted into the right to receive debentures in
principal amount equal to approximately $8.07 per share based upon
the number of shares of Western common stock currently outstanding.
The Steak n Shake debentures will have a term of five years from
the effective date of the merger, will bear interest at the rate of
14% per annum and will be pre-payable without penalty at the option
of Steak n Shake after one year from the date of issuance. Closing
of the merger transaction is subject to satisfaction (or waiver) by
the parties of certain conditions, including approval by Western's
stockholders. Although the distribution by Western of the Steak n
Shake stock was contemplated and required by the merger agreement,
the distribution was not conditioned upon completion of the merger
and Western's stockholders who received the Steak n Shake shares in
the distribution will be entitled to retain those share regardless
of whether the merger is consummated. ADDITIONAL INFORMATION
CONCERNING THE TRANSACTION Steak n Shake plans to file a
registration statement and related transaction statement on
Schedule 13E-3 with the Securities and Exchange Commission (the
"SEC") with respect to the merger. The registration statement will
include Western's proxy statement for the special meeting of its
stockholders to consider the merger and Steak n Shake's prospectus
with respect to the debentures. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STEAK N SHAKE,
WESTERN, THE TRANSACTION AND RELATED MATTERS. Investors will be
able to obtain free copies of the registration statement and proxy
statement/prospectus, when available, and other documents filed by
Steak n Shake and Western with the SEC through the SEC's web site
at http://www.sec.gov/. In addition, Western stockholders will be
able to obtain free copies of the registration statement, proxy
statement/prospectus and transaction statement, when available,
from Western by directing such requests to Western, attention:
Investor Relations, 401 Albemarle Ave SE, Roanoke, Virginia 24013,
telephone at (540) 345-3195. PARTICIPANTS IN THE SOLICITATION Steak
n Shake, Western and Western's directors and officers may be deemed
to be participants in the solicitation of proxies from Western's
stockholders in connection with the proposed merger involving
Western and Steak n Shake. Information regarding Western's
directors and officers and a description of their interests in
Western is contained in Western's definitive proxy statement on
Schedule 14A with respect to its 2009 Annual Meeting of
Stockholders, which was filed with the SEC on July 15, 2009, and
will also be contained in the proxy statement/prospectus relating
to the proposed merger when it becomes available. Western's
stockholders may obtain additional information about the direct and
indirect interests of the participants in the acquisition, by
security holdings or otherwise, by reading the proxy
statement/prospectus and other materials to be filed with the SEC
when such information becomes available. RISKS ASSOCIATED WITH
FORWARD-LOOKING STATEMENTS This news release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal
securities laws and are intended to be covered by the safe harbors
created thereby. These statements are based on current expectations
and are subject to a number of risks and uncertainties that could
cause actual results to differ markedly from those projected or
discussed here. Steak n Shake and Western caution readers not to
place undue reliance upon any such forward-looking statements, for
actual results may differ materially from expectations. Neither
company undertakes to publicly update or revise any forward-looking
statements even if experience or future changes make it clear that
any projected results expressed or implied will not be realized.
Further information concerning the types of factors that could
impact the companies' businesses can be found in their filings with
the SEC. ABOUT THE STEAK N SHAKE COMPANY Steak n Shake is a holding
company. Its primary restaurant operation is conducted through
Steak n Shake Operations Inc. The Steak n Shake restaurant chain,
founded in 1934, is a classic American brand serving premium
burgers and milkshakes through its chain of 485 restaurants. ABOUT
WESTERN SIZZLIN CORPORATION Western Sizzlin Corporation is a
holding company which owns a number of subsidiaries, with its
primary business activities conducted through Western Sizzlin
Franchise Corporation and Western Sizzlin Stores, Inc, which
franchise and operate restaurants. CONTACT: Robyn B. Mabe, Chief
Financial Officer, Western Sizzlin Corp., (540)-345-3195
DATASOURCE: Western Sizzlin Corporation CONTACT: Robyn B. Mabe,
Chief Financial Officer, Western Sizzlin Corp., +1-540-345-3195
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