UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
Lone Star Steakhouse & Saloon, Inc.
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(NAME OF ISSUER)
Common Stock, par value $0.01 per share
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(TITLE OF CLASS OF SECURITIES)
542307103
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(CUSIP NUMBER)
JEFFREY RUIZ
Deutsche Bank AG
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
(212) 250-3667
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 7, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Bank AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
(See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Deutsche Bank AG is organized under the laws of the Federal Republic
of Germany.
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7 SOLE VOTING POWER
NUMBER OF 2,106,091
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,106,091
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,106,091
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON
BK
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to shares of
common stock, par value $0.01 per share (the "Shares"), of Lone Star Steakhouse
& Saloon, Inc. (the "Issuer"). The Issuer has its principal executive offices at
224 East Douglas, Suite 700, Wichita, Kansas 67202.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is filed by Deutsche Bank AG (the "Reporting Person"). The
Reporting Person is organized under the laws of the Federal Republic of Germany
(b) The address of the principal place of business of the Reporting Person is
Taunusanlage 12, 60325 Frankfurt, Federal Republic of Germany.
(c) and (f) The principal business of the Reporting Person and the name,
business address, principal occupation or employment and citizenship of each of
the executive officers, directors, controlling persons and trustees, as
applicable of the Reporting Person and each corporation and other person
ultimately in control of the Reporting Person are set forth on Schedule 1 to
this Schedule 13D, which is incorporated herein by reference.
(d) and (e) During the past five years, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any person listed on Schedule 1 has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person expended approximately $58,220,000 of its working capital
to purchase the Shares reported herein.
ITEM 4. PURPOSE OF TRANSACTION
All of the Shares reported herein as having been acquired or disposed of from
the accounts of Deutsche Bank AG, London Branch were acquired or disposed of for
investment purposes.
The Reporting Person qualifies as an institution that may file securities
ownership reports required by the Securities Exchange Act of 1934 on Schedule
13G. At this time, however, the Reporting Person has determined to change its
filing status and to file this Statement. The Issuer entered into an Agreement
and Plan of Merger, dated as of August 18, 2006, by and among the Issuer, Lone
Star U.S. Acquisitions LLC and COI Acquisition Corp.(the "Merger Agreement").
Although no definitive determination has yet been made, the Reporting Person may
decide to vote against the transactions contemplated by the Merger Agreement and
may seek appraisal of the fair value of its Shares. Moreover, the Reporting
Person may, subject to compliance with applicable law, communicate with third
parties or the Issuer's management and stockholders regarding one or more of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
The Reporting Person reserves the right to acquire, or cause to be acquired,
additional securities of the Issuer or derivatives or other instruments related
thereto, to dispose of, or cause to be disposed, such securities, derivatives or
other instruments at any time and to formulate other purposes, plans or
proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies of the Reporting Person, market
conditions or other factors.
Except as set forth herein, the Reporting Person does not have any plans or
proposals at this time that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) According to information filed by the Issuer with the Securities and
Exchange Commission in its Form 10-Q for the quarter ended June 13, 2006, the
number of Shares outstanding was 21,297,174 as of July 17, 2006. The Reporting
Person may be deemed the beneficial owner of 2,106,091 Shares (approximately
9.8% of the total number of Shares outstanding), held for the account of
Deutsche Bank AG, London Branch, over which the Reporting Person has sole voting
and dispositive powers.
(c) Transactions by the Reporting Person in the Shares effected during the past
sixty days are set forth in Schedule 2 to this Schedule 13D, which is
incorporated by reference herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
From time to time, the Reporting Person may lend, pledge or enter into
repurchase transactions relating to portfolio securities, including the Shares,
to and with brokers, banks or other financial institutions. From time to time,
to the extent permitted by applicable laws, the Reporting Person may borrow
securities, including the Shares, for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as set forth above, the Reporting Person does not have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
DATE: SEPTEMBER 14, 2006
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
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Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Pasquale Antolino
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Name: Pasquale Antolino
Title: Assistant Vice President
SCHEDULE 1
EXECUTIVE OFFICERS, DIRECTORS, CONTROLLING PERSONS AND TRUSTEES OF
DEUTSCHE BANK AG AND EACH PERSON ULTIMATELY IN CONTROL OF DEUTSCHE BANK AG
Deutsche Bank AG is organized under the laws of the Federal
Republic of Germany. The principal business of Deutsche Bank AG is the provision
of financial and related services. Deutsche Bank AG is the largest banking
institution in the Federal Republic of Germany and is the parent company of a
group consisting of banks, capital market and fund management companies,
mortgage banks and property finance companies, installment financing and leasing
companies, insurance companies, research and consultancy companies and other
companies. Deutsche Bank AG is organized under the laws of the Federal Republic
of Germany, and the address of its principal place of business is Taunusanlage
12, 60325 Frankfurt, Federal Republic of Germany.
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NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT / BUSINESS ADDRESS/CITIZENSHIP
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Dr. Josef Ackermann Chairman of the Group Executive Committee
and Member of the Board of Managing
Directors, Deutsche Bank AG
Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt
The Federal Republic of Germany
Citizenship: Swiss
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Dr. Tessen von Heydebreck Member of the Board of Managing Directors,
Deutsche Bank AG
Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt
The Federal Republic of Germany
Citizenship: German
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Dr.Hermann-Josef Lamberti Member of the Board of Managing Directors,
Deutsche Bank AG
Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt
The Federal Republic of Germany
Citizenship: German
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Dr. Clemens Borsig Member of the Board of Managing Directors,
Deutsche Bank AG
Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt
The Federal Republic of Germany
Citizenship: German
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SCHEDULE 2 - 60 DAY TRADE HISTORY
DATE BUY / SELL AMOUNT PRICE
7/5/2006 BUY 241 25.49
7/6/2006 SELL 50 25.38
7/6/2006 BUY 17,072 25.32
7/7/2006 BUY 38,613 24.98
7/7/2006 BUY 100 24.94
7/7/2006 SELL 900 25.00
7/10/2006 SELL 200 25.05
7/11/2006 BUY 800 24.65
7/11/2006 SELL 400 24.81
7/12/2006 BUY 100 24.47
7/12/2006 SELL 500 24.32
7/13/2006 BUY 200 24.08
7/13/2006 SELL 1,200 23.97
7/14/2006 BUY 300 23.48
7/17/2006 BUY 1,000 23.77
7/18/2006 BUY 1,300 24.03
7/18/2006 SELL 300 23.91
7/19/2006 SELL 100 24.13
7/19/2006 BUY 1,700 24.18
7/19/2006 BUY 100 24.42
7/20/2006 SELL 2,400 23.76
7/20/2006 BUY 500 24.33
7/21/2006 SELL 2,300 23.26
7/24/2006 BUY 900 23.14
7/25/2006 BUY 30,000 23.44
7/25/2006 SELL 400 23.37
7/25/2006 BUY 500 23.36
7/26/2006 SELL 300 23.44
7/26/2006 BUY 30,000 23.32
7/27/2006 BUY 30,000 23.30
7/27/2006 SELL 100 23.27
7/27/2006 BUY 400 23.33
7/28/2006 BUY 3,500 23.38
7/28/2006 BUY 30,000 23.36
7/31/2006 BUY 21,400 23.46
7/31/2006 SELL 144 23.18
7/31/2006 BUY 300 23.44
8/01/2006 SELL 400 23.24
8/01/2006 BUY 300 23.39
8/01/2006 BUY 30,000 23.30
8/02/2006 BUY 30,000 23.99
8/02/2006 SELL 100 24.18
8/02/2006 BUY 1,000 23.69
8/03/2006 SELL 800 24.00
8/03/2006 BUY 300 24.62
8/03/2006 BUY 30,000 24.34
8/04/2006 BUY 28,600 24.64
8/04/2006 SELL 1,200 24.52
8/04/2006 SELL 2,820 24.63
8/04/2006 BUY 700 24.87
8/07/2006 SELL 400 24.49
8/07/2006 BUY 30,000 24.59
8/08/2006 BUY 30,000 24.25
8/08/2006 SELL 700 24.27
8/08/2006 BUY 300 24.33
8/09/2006 SELL 200 23.25
8/09/2006 BUY 500 24.02
8/09/2006 BUY 30,000 23.41
8/10/2006 SELL 600 22.95
8/11/2006 BUY 17,300 23.25
8/11/2006 BUY 30,000 23.39
8/14/2006 BUY 30,000 23.56
8/15/2006 SELL 30,000 23.56
8/15/2006 BUY 10,000 23.56
8/23/2006 BUY 100 27.52
8/25/2006 BUY 464 27.51
9/01/2006 BUY 1,700 27.27