sec document
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 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 Persons(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)(1) 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 of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / 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 statement 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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This filing consists of the following information posted by the
Registrant on its website on August 23, 2006:
Information regarding the proposed purchase of Lone Star
Steakhouse & Saloon, Inc. by Lone Star Funds
Public Information:
o Press release dated August 18, 2006
o Merger Agreement dated August 18, 2006 (filed as an exhibit to the
Company's Current Report on Form 8-K dated August 21, 2006)
Future Information:
The Company will file a proxy statement with the SEC as soon as practicable
relating to a special meeting of stockholders of the Company to be called to
vote on the proposed transaction.
Comments:
There is no affiliation between Lone Star Steakhouse & Saloon, Inc. and Lone
Star Funds other than the proposed transaction. The name similarity is a
coincidence.
o The proposed transaction is for the purchase of Lone Star Steakhouse &
Saloon, Inc. in its entirety, including all concepts, and has no
financing contingency.
o No members of the current management or board of directors of Lone
Star Steakhouse & Saloon, Inc. will be participating with Lone Star
Funds in the purchase of the Company.
o The proxy statement, when filed and to the extent subsequently amended
or supplemented, will answer all material questions about the proposed
transaction that existing stockholders may have.
o Questions about the proposed transaction should be directed to the
Company's proxy solicitor, Innisfree M&A Incorporated, at its
toll-free number, 877-456-3488.
In connection with the proposed transaction, the Company will file a proxy
statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by the Company at the Securities and Exchange Commission's web
site at www.sec.gov. The proxy statement and such other documents may also be
obtained for free by directing such request to the Company's proxy solicitor,
Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New
York 10022, or at its toll-free number, 877-456-3488.
The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed transaction.
Information concerning the interests of the Company's participants in the
solicitation is set forth in the Company's proxy statements and Annual Reports
on Form 10-K, previously filed with the Securities and Exchange Commission, and
in the proxy statement relating to the transaction when it becomes available.