SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.__)(1)
LONE STAR STEAKHOUSE & SALOON, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
542307 10 3
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(CUSIP Number)
JAMIE B. COULTER
c/o Lone Star Steakhouse & Saloon, Inc.
224 East Douglas
Suite 700
Wichita, Kansas 67202
(316) 264-8899
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
GARY DAVIS, ESQ.
Crowe & Dunlevy
20 North Broadway
Suite 1800
Oklahoma City, Oklahoma 73102
August 18, 2006
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
_____________________
(1) 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 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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CUSIP No. 542307 10 3 13D Page 2 of 7 Pages
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======= =======================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jamie B. Coulter
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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*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,574,032(1)
NUMBER OF ------- ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------- ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,574,032(1)
------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,574,032(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X].
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% (see Item 5 for explanation of beneficial ownership percentage
calculation)
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14 TYPE OF REPORTING PERSON*
IN
======= =======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes options to purchase 1,178,639 shares of Common Stock all of
which are currently exercisable or will become exercisable within 60
days of August 28, 2006, assuming the consummation of the Merger (as
hereinafter defined) occurs on or before October 15, 2006.
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CUSIP No. 542307 10 3 13D Page 3 of 7 Pages
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The following constitutes the Schedule 13D filed by the undersigned,
Jamie B. Coulter (the "Schedule 13D").
Item 1. Security and Issuer
-------------------
This statement relates to shares of the common stock, par value $0.01
(the "Shares"), of Lone Star Steakhouse & Saloon, Inc. (the "Issuer"). The
address of the principal executive offices of the Issuer is 224 East Douglas,
Suite 700, Wichita, Kansas 67202.
Item 2. Identity and Background
-----------------------
(a) This statement is filed by Jamie B. Coulter, herein referred to as
the "Reporting Person."
(b) The principal business address of the Reporting Person is c/o Lone
Star Steakhouse & Saloon, Inc., 224 East Douglas, Suite 700, Wichita, Kansas
67202.
(c) The principal business of the Reporting Person is Chief Executive
Officer of Lone Star Steakhouse & Saloon, Inc., 224 East Douglas, Suite 700,
Wichita, Kansas 67202.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not during the last five years, been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The aggregate purchase price of the 2,395,393 shares of Common Stock
owned by Mr. Coulter is $3,229,558. The shares owned by Mr. Coulter were
acquired with personal funds. The presently exercisable options to purchase
1,178,639 shares of Common Stock were granted to Mr. Coulter in consideration
for services rendered to the Company.
Item 4. Purpose of Transaction.
-----------------------
On August 18, 2006, Issuer entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Lone Star U.S. Acquisitions LLC ("Purchaser") and
COI Acquisition Corp. ("Merger Sub") pursuant to which each of the holders of
the outstanding Common Stock will receive an aggregate of $27.10 per share in
cash. Merger Sub and Purchaser are affiliates of Lone Star Funds, a Dallas-based
private equity firm.
Under the Merger Agreement, the Issuer will sell to an affiliate or
affiliates of Purchaser all of the shares of capital stock of the Company's
subsidiaries which own the assets related to its Lone Star Steakhouse & Saloon
restaurants and Texas Land & Cattle Steak House restaurants, and, immediately
thereafter, Merger Sub will merge with and into the Issuer with the Issuer
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CUSIP No. 542307 10 3 13D Page 4 of 7 Pages
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being the surviving corporation in the merger. As a result of the merger, the
Issuer will cease to be a publicly traded company.
The Merger Agreement and related transactions are subject to the
approval of the Issuer's stockholders and certain other customary closing
conditions, which are expected to be completed during the fourth quarter of
2006.
Lone Star Funds is not an affiliate of the Issuer, and no members of
the management or the Board of Directors of the Issuer will be participating in
the purchase of the Issuer.
Concurrent with the execution of the Merger Agreement, the Reporting
Person entered into a voting agreement (the "Voting Agreement") in which,
subject to certain exceptions, he has agreed to vote his shares (i) in favor of
the Merger Agreement and the related transactions (ii) against any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement and (iii) vote such shares against any action or agreement (other than
the Merger Agreement or the transactions contemplated thereby) that would
impede, interfere with, delay, postpone or discourage the Merger. The Voting
Agreement terminates upon the earliest to occur of (i) the termination of the
Merger Agreement in accordance with its terms, (ii) the effective time of the
Merger (iii) at such time as (x) the Board of Directors withdraws or modifies
its approval of the Merger Agreement or the related transactions or its
recommendation that shareholders of the Company adopt the Merger Agreements and
approve the related transactions or (y) recommends or approves any takeover
proposal and (iv) at such time as the Merger Agreement is amended in any respect
or the Company waives any of its rights under the Merger Agreement.
This description of the Voting Agreement and the Merger Agreement is
qualified in its entirety by reference to the Voting Agreement and the Merger
Agreement, copies of which have been filed as Exhibits 1 and 2, respectively, to
this Schedule 13D and are incorporated herein by reference.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The following chart sets forth the aggregate number and percentage
of Shares beneficially owned by each of the Reporting Entities as of the date
hereof:
Number Percentage
---------------- ----------------
Jamie B. Coulter 3,574,032 15.9%(1)
(1) The percentage ownership for Mr. Coulter is based on (i) 21,318,952 shares
of Common Stock outstanding as of August 28, 2006 plus (ii) 1,178,639, which
equals the total number of currently exercisable options, or options exercisable
within 60 days (assuming the consummation of the Merger occurs on or before
October 15, 2006), owned by Mr. Coulter. Does not include 177,145 shares held by
Intrust Bank as Trustee of a Rabbi Trust for the Issuer. Under the terms
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CUSIP No. 542307 10 3 13D Page 5 of 7 Pages
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of the Issuer Stock Option Deferred Compensation Plan, Mr. Coulter defers
receipt of the value of his deferred compensation account to within 30 days
after the termination of his employment with the Company.
(b)
Shared Dispositive
Sole Voting Power Shared Voting Power Sole Dispositive Power Power
----------------- ------------------- ---------------------- ------------------
Jamie B. Coulter 3,574,032(1) 0 3,574,032(1) 0
(1) The percentage ownership for Mr. Coulter is based on (i) 21,318,952
shares of Common Stock outstanding as of August 28, 2006 plus (ii)
1,178,639, which equals the total number of currently exercisable
options, or options exercisable within 60 days (assuming the
consummation of the Merger occurs on or before October 15, 2006),
owned by Mr. Coulter. Does not include 177,145 shares held by Intrust
Bank as Trustee of a Rabbi Trust for the Issuer. Under the terms of
the Issuer Stock Option Deferred Compensation Plan, Mr. Coulter defers
receipt of the value of his deferred compensation account to within 30
days after the termination of his employment with the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
----------------------------
The description of the Merger Agreement and the Voting Agreement in
Item 4 is incorporated herein by reference. The Reporting Person is not
participating in the purchase of the Company and if the Merger and the related
transactions are consummated will receive the same per share consideration for
his shares as all other stockholders of the Company. Other than as described
herein, there are no contracts, arrangements, understandings or relationships
among the Reporting Person and any other person, with respect to the securities
of the Issuer.
Item 7. Material to be Filed as Exhibits.
---------------------------------
(a) Voting Agreement, dated as of August 18, 2006, by and among Lone
Star Steakhouse & Saloon, Inc., Lone Star U.S. Acquisitions LLC, COI Acquisition
Corp. and Jamie B. Coulter.
(b) Agreement and Plan of Merger, dated as of August 18, 2006, by and
among Lone Star Steakhouse & Saloon, Inc., Lone Star U.S. Acquisitions LLC and
COI Acquisition Corp.
[SIGNATURE PAGE FOLLOWS]
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CUSIP No. 542307 10 3 13D Page 6 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 28, 2006
/s/ Jamie B. Coulter
----------------------------
JAMIE B. COULTER
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CUSIP No. 542307 10 3 13D Page 7 of 7 Pages
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EXHIBIT INDEX
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(c) Number Exhibit
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1. Voting Agreement, dated as of August 18, 2006, by and among
Lone Star Steakhouse & Saloon, Inc., Lone Star U.S.
Acquisitions LLC, COI Acquisition Corp. and Jamie B. Coulter.
2. Agreement and Plan of Merger, dated as of August 18, 2006, by
and among Lone Star Steakhouse & Saloon, Inc., Lone Star U.S.
Acquisitions LLC and COI Acquisition Corp.