sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
LONE STAR STEAKHOUSE & SALOON, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(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)(4) 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 transaction:
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5. Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| 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
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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AN IMPORTANT MESSAGE TO LONE STAR STOCKHOLDERS:
THE STORY OF LONE STAR'S TURNAROUND CAN BE TOLD IN
THREE SIMPLE LINES
DATE LONE STAR STEAKHOUSE S&P 400 MIDCAP INDEX S&P MIDCAP RESTAURANT INDEX
PRICE RETURNS PRICE RETURNS PRICE RETURNS
6/27/01 11.66 38.8 507.46 3.14 231.73 7.22
6/22/01 12.89 53.44 506.09 2.85 234.2 8.36
6/15/01 12.79 52.25 509.25 3.49 230.44 6.62
6/8/01 13.5 60.7 531.61 8 230.5 6.65
6/1/01 13 54.75 526.94 7.03 237.2 9.75
5/25/01 13.19 57.01 533.01 8.24 256.23 18.55
5/18/01 12.5 48.8 532.02 8.02 251.66 16.44
5/11/01 12.29 46.3 508.71 3.26 250.74 16.01
5/4/01 12.7 51.18 517.17 4.93 257.58 19.18
4/27/01 11.73 39.63 506.86 2.83 256.32 18.59
4/20/01 10.8 28.56 493.38 0.06 248.14 14.81
4/13/01 9.51 13.2 474.98 -3.68 238.78 10.48
4/6/01 9.0313 6.13 447.44 -9.28 231.85 7.22
3/30/01 9.2813 9.06 459.92 -6.76 236.53 9.39
3/23/01 9.4375 10.9 457.95 -7.17 224.42 3.79
3/16/01 9.25 8.7 460.07 -6.74 236.69 9.46
3/9/01 9.6875 13.84 496.78 0.68 255.71 18.26
3/2/01 9.0625 6.49 499.96 1.28 247.64 14.52
2/23/01 9.5 11.63 498.26 0.92 246.71 14.09
2/16/01 9.9375 16.77 519.23 5.14 242.27 12.04
2/9/01 9.25 8.7 519.95 5.24 237.86 10
2/2/01 8.125 -4.52 518.29 4.89 221.35 2.37
1/26/01 8.9375 5.02 519.01 5 223.64 3.42
1/19/01 9.375 10.16 504.35 2.02 215.01 -0.5
1/12/01 9.5625 12.37 507.83 2.71 212.99 -1.5
1/5/01 9.3125 7.97 489.37 -1.04 217.27 0.43
Data Range 01/02/2001 to 06/27/2001
Source: Bloomberg Professional
Date: June 26, 2001
"THEY HAVE TREMENDOUS CASH FLOWS AND A TREMENDOUS BALANCE SHEET SO IT DOESN'T
TAKE A GENIUS TO SEE THAT THIS COMPANY IS IMPROVING."
Mike Smith, Analyst, Fahnestock & Company*
ON JULY 6TH, LONE STAR SHAREHOLDERS WILL ELECT ONE INDIVIDUAL
TO THE LONE STAR BOARD OF DIRECTORS.
WE BELIEVE THE CHOICE IS CLEAR:
JAMIE B. COULTER Guy Adams
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CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF LONE STAR. Self-styled "Business-Consultant:"
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EXPERIENCED, AWARD-WINNING RESTAURATEUR: o No corporate experience
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o No board experience
o Over 10 years of service to Lone Star
o 30 years of executive experience and success in the restaurant industry o No restaurant experience
o FORBES Best Small Company in America for three consecutive years
HAS DELIVERED:
Enjoined by a Federal Court
o A 35% improvement in Lone Star's stock price in 2001 o For filing false and misleading proxy
information.
o Strong first quarter 2001 results and a healthy,
debt-free balance sheet o Guy Adams is not the "independent" voice he
portrays himself to be. A federal judge had
o Strong EBITDA cash flow in excess of $57 million annually over the real concerns about Guy Adam's independence,
last seven years stating, "...there's something going on that
o $12.4 million in cash dividends to Lone Star stockholders over the past we don't know about withrespect to persons
12 months supporting Mr. Adams...".*
o Stock repurchases in excess of $165 million representing over 41% of the
outstanding shares. We believe Guy Adams is influenced and
controlled by:
o His private investment consulting client,
who owns over $1 million worth of Lone Star
stock; and
o Craig Corporation, a company with a history
of hostile takeovers and proxy contests.
OWNS 2,395,393 SHARES OF LONE STAR STOCK.
Owns 1,100 shares of Lone Star stock held for only
20 weeks.
PURCHASED 365,000 SHARES OF LONE STAR STOCK IN THE OPEN MARKET IN 1999,
INVESTING MORE THAN $3.2 MILLION OF HIS PERSONAL FUNDS.
Purchased 1,000 shares of Lone Star stock in 2000
and sold them 48 days later.
VOTE FOR PROFESSIONAL LEADERSHIP
VOTE TO PROTECT THE VALUE OF YOUR INVESTMENT
VOTE THE ENCLOSED WHITE BOARD OF DIRECTORS PROXY TODAY.
IF YOU HAVE BEEN MISLED INTO VOTING YOUR SHARES FOR ADAMS, YOU HAVE EVERY RIGHT
TO CHANGE YOUR MIND. YOU CAN CORRECT YOUR ERROR BY VOTING THE WHITE PROXY TODAY.
PROTECT YOUR INTERESTS AND YOUR INVESTMENT. REJECT GUY ADAMS' REQUEST FOR YOUR
SUPPORT AND INSTEAD SIGN, DATE AND RETURN THE WHITE BOARD OF DIRECTORS' PROXY
TODAY IN THE ENCLOSED PRE-PAID ENVELOPE.
YOUR VOTE IS IMPORTANT. NO MATTER HOW MANY SHARES YOU OWN, PLEASE SIGN, DATE,
AND RETURN THE ENCLOSED WHITE PROXY TODAY IN THE PRE-PAID ENVELOPE PROVIDED.
If any of your shares are held in the name of a brokerage firm bank nominee or
other institution, only it can vote your shares, and only upon receipt of your
specific instructions. Accordingly, please contact the person responsible for
your account and instruct that person to execute the WHITE proxy card
representing your shares.
PLEASE DO NOT RETURN ANY PROXY CARD SUPPLIED TO YOU BY GUY ADAMS, EVEN TO VOTE
AGAINST HIM, AS IT WILL REVOKE YOUR PREVIOUS PROXY. REMEMBER, ONLY YOUR
LATEST-DATED PROXY COUNTS.
If you have any questions or require any additional Information, please contact
our proxy solicitor, Innisfree M&A Incorporated at the address set forth below.
INNISFREE M&A INCORPORATED
501 MADISON AVENUE
20TH FLOOR
NEW YORK NEW YORK 10022
CALL TOLL-FREE: (888) 750-5834
BANKS AND BROKERAGE FIRMS CALL: (212) 750-5833 (COLLECT)
* Permission to use quote neither sought nor obtained.