Edgar Filing: LONE STAR STEAKHOUSE & SALOON INC

sec document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 26, 2000
-----------------

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ______ to ______

Commission file number 0-19907
-------

LONE STAR STEAKHOUSE & SALOON, INC.
(Exact name of Registrant as specified in its charter)

Delaware 48-1109495
-------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

224 East Douglas, Suite 700
Wichita, Kansas 67202
(Address of principal executive offices) (Zip code)

(316) 264-8899
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes /X/ No / /

As of March 19, 2001, the aggregate market value of the Registrant's
Common Stock held by non-affiliates of the Registrant was $203,356,230. Solely
for the purpose of this calculation, shares held by directors and officers of
the Registrant have been excluded. Such exclusion should not be deemed a
determination by or an admission by the Registrant that such individuals are, in
fact, affiliates of the Registrant.

As of March 19, 2001, there were 24,031,614 shares outstanding of
the Registrant's Common Stock.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the Directors
of the Company:

Term of Office

Name Age
---- ---

Jamie B. Coulter 60
John D. White 53
Fred B. Chaney 64
William B. Greene , Jr. 63
Clark R. Mandigo 57

Jamie B. Coulter has served as Chairman and Chief Executive Officer
of the Company since January 1992 and served as President of the Company from
January, 1992 to June, 1995. Mr. Coulter received the Nation's Restaurant News
Golden Chain Award in 1995 and its Hot Concept Award in 1997. Mr. Coulter was
inducted into the Pizza Hall of Fame in 1993, received INC. Magazine's Midwest
Region Master Entrepreneur of the Year in 1993, and was Restaurants &
Institutions CEO of the Year in 1996.

Mr. Coulter currently serves as a director of the Federal Law
Enforcement Foundation and Empower America. Mr. Coulter has previously served as
Chairman of the Board of Directors of the Young Presidents' Organization. Mr.
Coulter received a BS degree in Business from Wichita State University in 1963
and was a graduate of the Stanford University Executive Program in 1990.

John D. White is Executive Vice President, Treasurer and a Director
of the Company, and was the Chief Financial Officer from 1992 to 1999. Prior to
joining the Company, Mr. White was employed as Senior Vice President of Finance
for Coulter Enterprises, Inc. Prior to that, Mr. White was a partner with Arthur
Young & Company and taught management development and computer auditing
seminars in their National Training Program. Mr. White earned a BBA in
accounting from Wichita State University in 1970 and is a graduate of the
Stanford Executive Program.

Fred B. Chaney, Ph.D., has been a director of the Company since May,
1995. Dr. Chaney was President and Chief Executive Officer of TEC's parent
company, Vedax Sciences Corporation, until March, 1998 when he sold his
interest. Dr. Chaney through the TEC organization had formed a network of
various management organizations in several countries, including the United
States where approximately 4,000 presidents of companies meet on a quarterly
basis. Dr. Chaney's early business career was with the Boeing Company and
Rockwell, where he implemented management systems and quality motivational
programs. In 1968 he co-authored the book Human Factors in Quality Assurance
with Dr. D. H. Harris. Dr. Chaney has authored numerous publications and
professional papers and has taught management classes for the University of
Southern California. Dr. Chaney previously served as a Director of Rusty Pelican
Seafood, Inc.

William B. Greene, Jr. has been a member of the Board of Directors
since August 1999. At the age of 26, Mr. Greene was the youngest bank President
and CEO in the United States and formed the first statewide banking organization
in the history of Tennessee, United Tennessee Bancshares Corporation. He also
served as a director of the Northwestern Financial Corporation that spearheaded
the first major banking consolidation in America with the merger of Northwestern
Bank and First Union Bank now referred to as the First Union Corporation, soon
to become Wachovia. Mr. Greene is Chairman of the Wake Forest University Board
of Trustees and Chairman of the Wake Forest University Trustee Investment Policy
Committee for the last eight years, which oversees the University's
billion-dollar endowment. Mr. Green is also a member of the Board of Trustees of
Milligan College where he recently received his Honorary Doctor of Economics.
Mr. Greene was a member of the Young Presidents' Organization for eighteen years
and in 1998 served as International President of the World Presidents'
Organization, the graduate school of YPO. Mr. Greene is a graduate of Wake
Forest University with a B.S. Degree in Philosophy, Psychology and History. Mr.
Greene did post graduate work at Wake Forest University, the University of
Illinois, and Harvard University. He is a graduate of the Bank Marketing and
Public Relations School at Northwestern University, and a graduate of the
Stonier Graduate School of Banking at Rutgers University. Mr. Greene is a
Director of the JDN Corporation, a real estate REIT on the New York stock
exchange where he is Chairman of the Compensation Committee.

Clark R. Mandigo has been a Director of the Company since March
1992. Mr. Mandigo has been a Papa John's Pizza franchisee since 1995. From 1986
to 1991, he was President, Chief Executive Officer and Director of Intelogic
Trace, Inc., a corporation engaged in the sale, lease and support of computer
and communications systems and equipment. From 1985 to 1997, Mr. Mandigo served
on the Board of Directors of Physician Corporation of America, a managed health
care company and from 1993 to 1997, Mr. Mandigo served on the Board of Palmer

Wireless, Inc., a cellular telephone system operator. Mr. Mandigo currently
serves on the Board of Directors of Horizon Organic Holdings Corporation and as
a Trustee of Accolade Funds.

In addition to Messrs. Coulter and White, the other Executive
Officers of the Company are as follows:

Gerald T. Aaron, 60, has been Senior Vice President - Counsel and
Secretary of the Company since January 1994. From November 1991 to January 1994,
Mr. Aaron was employed as General Counsel for Coulter Enterprises, Inc. From
March 1989 to November 1991, Mr. Aaron operated a franchise consultant practice.
From 1969 to 1984 Mr. Aaron was Vice President - Counsel for Pizza Hut, Inc. and
from 1984 to 1989, Mr. Aaron was President of International Pizza Hut Franchise
Holders Association.

Jeff Bracken, 35, has been Vice President of Operations - Lone Star
Steakhouse & Saloon since May 1999. Mr. Bracken has worked for the Company
since 1996, previously as a Regional Manager.

Deidra Lincoln, 41, has been Vice President of Del Frisco's since
January, 2000. Ms. Lincoln is the co-founder of Del Frisco's Double Eagle Steak
House ("Del Frisco's"), which was acquired by the Company in 1995. Since 1995,
Ms. Lincoln has served in various managerial capacities and is responsible for
all of the Company's Del Frisco's operations.

Robert Martin, 70, has been Senior Vice President of Marketing -
Lone Star Steakhouse & Saloon since February, 2000. Mr. Martin formerly
served as a Director for Applebee's Neighborhood Grills from 1989 to 1999. Mr.
Martin also served Applebee's Neighborhood Grills as Vice President of Marketing
from 1991 to 1994, Senior Vice President of Marketing from 1994 to 1996 and
Executive Vice President of Marketing from 1996 to 1999. From 1990 to April,
1991 Mr. Martin served as President of Kayemar Enterprises, a Kansas City,
Missouri-based marketing consulting firm. From 1983 to January, 1990 Mr. Martin
served as President, Chief Operating Officer and a director of Juneau Holding
Co. From July 1977 to June, 1981 Mr. Martin served as President of United
Vintners Winery and prior to that time he was employed for twenty-five (25)
years by Schlitz Brewing Company, most recently in the position of Senior Vice
President of Sales and Marketing.

Tomlinson D. O'Connell, 32, joined the Company in 1995, and has been
Senior Vice President of Operations for Lone Star Steakhouse & Saloon, Inc.
since December of 1999. Mr. O'Connell is currently responsible for the operation
of 243 domestic Lone Star Steakhouse & Saloon restaurants. Mr. O'Connell was
with the Ritz-Carlton Hotel Company from 1992 to 1995. During his tenure there
the company was awarded the Malcolm Baldrige Award. Additionally, Mr. O'Connell
was selected to be a member of the opening team for the Ritz-Carlton Hotel in
Seoul, Korea. Mr. O'Connell graduated from the University of Nevada at Las Vegas
in 1992 with a Bachelor of Science degree in Hotel Administration.

Randall H. Pierce, 61, has been Chief Financial Officer of the
Company since February, 2000. Mr. Pierce is a CPA and was a former partner of
Ernst & Young, LLP from 1974 to 1997. During Mr. Pierce's tenure in the
Wichita, Kansas office with Ernst & Young, LLP, Mr. Pierce served as an
audit engagement partner from 1974 to 1997 and Office Managing Partner from 1996
to 1997. Mr. Pierce served as Office Director of Accounting and Auditing from
1974 through 1997. Mr. Pierce's duties included serving clients in both the
public and private sectors in matters related to accounting, auditing and
business matters as well as providing technical advice and consultation to other
accounting professionals in the office. From 1997 through January, 2000, Mr.
Pierce served as a financial and business consultant focusing on advising and
negotiating merger and acquisition transactions, sale and disposition
transactions and general business strategies.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to the chief executive officer
("CEO") and the four most highly compensated executive officers of the Company
(collectively with the CEO the "Named Executive Officers") other than the CEO
whose salary and bonus exceeded $100,000 with respect to the fiscal year ended
December 26, 2000.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation

Number of Securities
Other Annual Underlying Options All Other
Name and Principal Position Year Salary Bonus($) Compensation (1) (# of Shares) Compensation
--------------------------- ---- ------ -------- ---------------- ------------- ------------

Jamie B. Coulter 2000 $750,000 $226,642(2) $72,265 - -
Chairman of the Board and 1999 $300,000 - $ 7,219 - -
Chief Executive Officer 1998 $300,000 - - - -

John D. White 2000 $600,000 $181,500(2) $57,842 - -
Executive Vice President 1999 $283,000 - $ 6,681 - -
Chief Financial Officer and Treasurer 1998 $283,000 - - - -

Gerald T. Aaron 2000 $250,000 $76,500(2) $24,039 - -
Senior Vice President 1999 $228,000 - $ 3,946 - -
Counsel & Secretary 1998 $228,000 - - -

Deidra Lincoln 2000 $260,000 $78,004(2) $25,000 - -
Vice President of Del Frisco's 1999 $240,000 $64,000(3) $ 5,548 117,672 -
1998 $235,000 - - -

Tomlinson D. O'Connell 2000 $200,000 $53,753(2) $23,106 - -
Senior Vice President of Operations 1999 $139,773 $45,000(3) $ 3,381 81,479 -
1998 $ 92,069 - - - -

-------------------

(1) Represents for 2000 and 1999 fifty percent matching contributions by
the Company pursuant to the Company's Deferred Compensation Plan,
which became effective October 7, 1999. As to Named Executive
Officers, perquisites and other personal benefits, securities or
property received by each Named Executive Officer did not exceed the
lesser of $50,000 or 10% of such Named Executive Officer's annual
salary and bonus.
(2) Such bonus was paid in 2001 for services performed in 2000.
(3) Such bonus was paid in 2000 for services performed in 1999.

OPTION GRANTS IN LAST FISCAL YEAR

No options were granted to the CEO or any Named Executive Officer
for services rendered during the fiscal year ended December 26, 2000. As
previously reported in the Company's Proxy Statement for its 2000 Annual Meeting
of Stockholders, the Company granted stock options to Deidra Lincoln and
Tomlinson D. O'Connell in 2000 for services rendered in 1999.

OPTION EXERCISE TABLE

No options were exercised by the CEO and the other Named Executive
Officers during the fiscal year ended December 26, 2000. The following table
sets forth certain information concerning unexercised options held as of
December 26, 2000 by the CEO and the other Named Executive Officers. At December
26, 2000, the closing price of the Company's Common Stock, as reported by the
Nasdaq National Market, was $8.125.

FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at December 26, 2000 December 26, 2000 ($)
---------------------------- ---------------------

Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Jamie B. Coulter 2,600,000 -0- -0- -0-

John D. White 1,000,000 -0- -0- -0-

Gerald T. Aaron 575,000 -0- -0- -0-

Deidra Lincoln 99,303 158,447 -0- -0-

Tomlinson D. O'Connell 31,176 170,067 -0- -0-

DIRECTORS COMPENSATION

Directors who are not employees of the Company receive an annual fee
of $5,000 and a fee of $1,250 for each Board of Directors meeting attended and
are reimbursed for their expenses. Employees who are Directors are not entitled
to any compensation for their service as a Director. Non-employee Directors are
also entitled to receive grants of options under the Company's 1992 Directors
Stock Option Plan the ("Director's Plan"). Upon election to the Board of
Directors, each director who is not an executive officer is granted a one-time
stock option to acquire 40,000 shares of Common Stock and receives an annual
grant of 6,800 shares one day after the end of the Company's fiscal year. The
exercise price for such shares is equal to the closing sale price of the Common
Stock as reported on the NASDAQ National Market on the date of grant. Currently,
options to purchase an aggregate of 262,400 shares of Common Stock are
outstanding under the Directors Plan at exercise prices ranging from $6.688 per
share to $18.81 per share. On December 29, 1999, the Company's outside Directors
were automatically granted options to purchase an aggregate of 20,400 shares of
Common Stock under the Directors Plan at an exercise price of $9.375 per share.

EMPLOYMENT AGREEMENTS

The Company has entered into separate employment agreements, with
each of Messrs. White, Aaron, Bracken, Martin, O'Connell and Pierce, dated as of
March 22, 2000, providing for the employment of such individuals as Executive
Vice President, Senior Vice President - Counsel, Vice President of Operations,
Senior Vice President of Marketing, Senior Vice President of Operations, and
Chief Financial Officer, respectively. Each employment agreement provides that
the officer shall devote substantially all of his professional time to the
business of the Company. The Employment Agreements provide base salaries in the
amount of $600,000, $228,000, $175,000, $180,000, $200,000, and $200,000,
respectively, for Messrs. White, Aaron, Bracken, Martin, O'Connell, and Pierce,
subject to increases as determined by the Board of Directors. Ms. Lincoln's base
salary is $260,000. In addition, Mr. Martin received a signing bonus of
$250,000, which was paid to Mr. Martin on January 3, 2000. Each agreement
terminates in March, 2003, but the Company has the option to extend the term
annually for additional one year periods. Each agreement contains
non-competition, confidentiality and non-solicitation provisions which apply for
twenty-four months after cessation of employment.

Mr. Coulter has a non-competition, confidentiality and
non-solicitation agreement with the Company. Mr. Coulter's base salary for the
2000 fiscal year was $750,000 effective December 29, 1999.

SEVERANCE AGREEMENTS

The Company has entered into a Change of Control Contract with Jamie
B. Coulter, dated as of January 3, 2001 that provides for severance pay and
incidental benefits if there is a change in control of the Company (as defined
in the Change of Control Contract). The payment is a lump sum payment equal to
2.99 times one year's annual compensation. The agreement also provides Mr.
Coulter with the right to replace all stock options whether vested or not with
fully vested stock options or alternatively the right to receive a cash payment
for surrendering the options equal to the difference between the full exercise
price of each option surrendered and the greater of the price per share paid by
the acquirer in the change of control transaction or the market price of the
Company's Common Stock on the date of the change of control. All of Mr.
Coulter's stock options are fully vested. The benefits also include transferring
ownership of any Company automobile which is primarily used by Mr. Coulter and
life and medical insurance coverage for up to two years or such longer period if
previously agreed to. Finally, the agreement provides that if any excise taxes
are imposed on Mr. Coulter by Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), the Company will make him whole. The Company has also
entered into Change of Control Contracts with Messrs. White, Aaron, Bracken,
O'Connell, Pierce and Ms. Lincoln. Unlike Mr. Coulter's Change of Control
Contract, severance payments and benefits (other than the stock option benefit)
require a second event to occur within 730 days from the change of control
before severance payments are due. The second event includes any of the
following, involuntary termination (other than for cause, death or disability),
relocation or a diminution in the responsibility, authority or compensation of
the executive officer. If there is a change of control and any such second event
occurs, Messrs. White, Aaron, Bracken, O'Connell, Pierce and Ms. Lincoln have
the right to receive benefits substantially similar to those described above.

COMPENSATION COMMITTEE INTERLOCKS

The Compensation Committee consists of Messrs. Chaney, Mandigo and
Greene. None of such Directors was a party to any transaction with the Company
which requires disclosure under Item 402(j) of Regulation S-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of
the Company's Common Stock, as of April 20, 2001, by each person known by the
Company to be the beneficial owner of more than five percent of the Company's
Common Stock, $.01 par value (the "Common Stock") each director, each executive
officer as defined in Item 402(a)(3) of Regulation S-K and by all directors and
executive officers of the Company as a group. Unless otherwise indicated, the
address for five percent stockholders, directors and executive officers of the
Company is 224 East Douglas, Suite 700, Wichita, Kansas 67202-3414.

Shares
Name and Address of Beneficial Owner Beneficially Held Percentage of Class
------------------------------------ ----------------- -------------------
Jamie B. Coulter 4,995,393(1) 18.8%

John D. White 1,148,025(2) 4.6%

Gerald T. Aaron 612,707(3) 2.5%

Deidra Lincoln 151,861(4) *

Tomlinson D. O'Connell 80,876(5) *

Fred B. Chaney 69,601(6) *

William B. Greene, Jr. 17,001(7) *

Clark R. Mandigo 79,601(8) *

Dimensional Fund Advisors Inc. 2,006,900(9) 8.4%

Chilton Investments Company, Inc. 1,800,900(10) 7.5%

Pioneer Investment Management, Inc. 1,309,700(11) 5.4%

All directors and executive officers as
a group (11) persons (1-7) 7,329,645(12) 25.5%

* Less than 1%

(1) Includes presently exercisable options to purchase 2,600,000 shares
of Common Stock.

(2) Includes presently exercisable options to purchase 1,000,000 shares
of Common Stock.

(3) Includes presently exercisable options to purchase 575,000 shares of
Common Stock.

(4) Includes presently exercisable options to purchase 146,861 shares of
Common Stock.

(5) Includes presently exercisable options to purchase 79,876 shares of
Common Stock

(6) Includes presently exercisable options to purchase 65,601 shares of
Common Stock.

(7) Includes presently exercisable options to purchase 15,601 shares of
Common Stock.

(8) Includes presently exercisable options to purchase 49,601 shares of
Common Stock.

(9) Based on a Schedule 13G filed in February, 2001, Dimensional Fund
Advisors Inc. beneficially holds 2,006,900 shares of the Company's
Common Stock. The address of Dimensional Fund Advisors Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

(10) Based on a Schedule 13G filed in January 2001, Chilton Investment
Company, Inc. beneficially holds 1,800,900 shares of the Company's
Common Stock. The address of Chilton Investment Company, Inc. is 65
Locust Avenue, New Canaan, CT 06840.

(11) Based on a Schedule 13G filed in January 2001, Pioneer Investment
Management, Inc. beneficially holds 1,309,700 shares of the
Company's Common Stock. The address of Pioneer Investment
Management, Inc. is 60 State Street, Boston, MA 02109.

(12) Includes presently exercisable options to purchase 4,663,305 shares
of Common Stock, which includes presently exercisable options to
purchase 129,765 shares of Common Stock held by executive officers,
who are not specifically identified in the Security Ownership Table
above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2000, the Company purchased business gifts and awards in the
amount of $56,000 from a retail establishment owned by Mr. Coulter. The Company
also leases certain meeting room space, parking lot space and document storage
space from entities owned by Mr. Coulter. Total rent fees paid to the related
entities in 2000 for the meeting room space, parking lot space and document
storage space were $63,600. The Company believes the charges reimbursed are at
least as favorable as charges that would have been incurred for similar services
or purchases from an unaffiliated third party.

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:
(1) Financial Statements.

See Index to Financial Statements on page F-1 which have previously
been filed. All financial statement schedules have been omitted
since the required information is not present.

Exhibits

INDEX TO EXHIBITS

Exhibit Exhibit
Number

**3.1 Company's Certificate of Incorporation as amended.

*******3.2 Rights Agreement, dated as of October
3, 1997, between Lone Star Steakhouse & Saloon, Inc.
and First Union National Bank, which includes the Form
of Certificate of Designations setting forth the terms
of the Series A Participating Preference Stock, par
value $.01 per share, as Exhibit A, and the Summary of
Rights to Purchase Preference Shares as Exhibit B.

***3.3 Company's Amended and Re-Stated By-Laws.

******10.1 Agreement, dated October 19, 1998, between LS
Management, Inc., a wholly-owned subsidiary of Lone
Star Steakhouse & Saloon, Inc., and Coulter
Enterprises, Inc.

**10.2 1992 Lone Star Steakhouse & Saloon, Inc. Directors'
Stock Option Plan.

****10.3 1992 Lone Star Steakhouse & Saloon, Inc. Incentive and
Non-qualified Stock Option Plan (the "Plan") as
amended.

**10.4 Form of Indemnification Agreement for officers and
directors of the Company.

**10.5 Non-Competition, Confidentiality and Non-Solicitation
Agreement between the Company and Jamie B. Coulter,
dated March 12, 1992.

*10.6 Amended Agreement dated January 1, 1999 between the
Company and Jamie B. Coulter.

********10.7 Employment Agreement between the Company and Gerald T.
Aaron, dated March 22, 2000.

********10.8 Employment Agreement between the Company and Randall H.
Pierce, dated March 22, 2000.

********10.9 Employment Agreement between the Company and T.D.
O'Connell, dated March 22, 2000.

********10.10 Employment Agreement between the Company and Jeffrey
Bracken, dated March 22, 2000.

********10.11 Employment Agreement between the Company and Robert A.
Martin, dated March 22, 2000.

********10.12 Employment Agreement between the Company and John D.
White, dated March 22, 2000.

*10.13 Change of Control Agreement between the Company and
Jamie B. Coulter dated January 3, 2001.

*10.14 Change of Control Agreement between the Company and
Gerald T. Aaron dated January 3, 2001.

*10.15 Change of Control Agreement between the Company and
Randall H. Pierce dated January 3, 2001.

*10.16 Change of Control Agreement between the Company and T.
D. O'Connell dated January 3, 2001.

*10.17 Change of Control Agreement between the Company and
Jeffrey Bracken dated January 3, 2001.

*10.18 Change of Control Agreement between the Company and
John D. White dated January 3, 2001.

*10.19 Change of Control Agreement between the Company and
Deidra Lincoln dated January 3, 2001.

**********10.20 Acknowledgement Letter to Change of Control Agreement
between the Company and Jamie B. Coulter dated April
18, 2001.

**********10.21 Acknowledgement Letter to Change of Control Agreement
between the Company and Gerald T. Aaron dated April 18,
2001.

**********10.22 Acknowledgement Letter to Change of Control Agreement
between the Company and Randall H. Pierce dated April
18, 2001.

**********10.23 Acknowledgement Letter to Change of Control Agreement
between the Company and T.D. O'Connell dated April 18,
2001.

**********10.24 Acknowledgement Letter to Change of Control Agreement
between the Company and Jeffrey Bracken dated April 18,
2001.

**********10.25 Acknowledgement Letter to Change of Control Agreement
between the Company and Deidra Lincoln dated April 18,
2001.

**********10.26 Acknowledgement Letter to Change of Control Agreement
between the Company and John D. White dated April 18,
2001.

*********10.27 Non-Qualified Deferred Compensation Plan

*21.1 Subsidiaries of the Company.

*23.1 Independent Auditors' consent to the incorporation by
reference in the Company's Registration Statements on
Form S-8 of the independent auditors' report included
herein.

--------------

(b) Reports on Form 8-K filed in the fourth quarter of
2000: none

* Previously filed as an exhibit to the Company's Form
10-K for the year ended December 26, 2000.

** Incorporated by reference to the Company's Registration
Statement on Form S-1, filed with the Commission on
January 31, 1992 (Commission File No. 33-45399), as
amended.

*** Incorporated by reference to the Company's Form 10-Q
for the quarter ended June 13, 2000.

**** Incorporated by reference to the Company's Registration
Statement on Form S-8, filed with the Commission on
January 12, 1996 (Commission File No. 33-00280), as
amended.

***** Incorporated by reference to the Company's Form 10-K
for the quarter ended March 24, 1998.

****** Incorporated by reference to the Company's Form 10-Q
for the quarter ended September 8, 1998.

******* Incorporated by reference to the Company's Form
8-A12G/A filed October 9, 1997.

******** Incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December
28, 1999.

********* Incorporated by reference to the Company's Registration
Statement on Form S-8, filed with the Commission on
March 31, 2000 (Commission File No. 333-33762).

********** Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

LONE STAR STEAKHOUSE & SALOON, INC.

By: /s/ Gerald T. Aaron
---------------------
Gerald T. Aaron
Senior Vice President - Counsel and
Secretary

Dated: April 25, 2001