UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Amendment No. 7
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
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)
Mr. James A. Mitarotonda
c/o Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019
(212) 974-5700
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 5, 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 which 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: |_|.
This Amendment No. 7 amends and supplements the Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on May 8, 2006, as amended by
that Amendment No. 1 filed with the SEC on May 25, 2006, that Amendment No. 2
filed with the SEC on June 20, 2006, that Amendment No. 3 filed with the SEC on
August 30, 2006, that Amendment No. 4 filed with the SEC on November 1, 2006,
that Amendment No. 5 filed with the SEC on November 16, 2006 and that Amendment
No. 6 filed with the SEC on November 17, 2006 (together, the "Statement") by and
on behalf of Barington Companies Equity Partners, L.P. ("Barington") and others
with respect to the common stock, par value $0.01 per share (the "Common
Stock"), of Lone Star Steakhouse & Saloon, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 224
East Douglas Avenue, Suite 700, Wichita, Kansas 67202.
Item 4. Purpose of Transaction.
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Item 4 of the Statement is hereby amended and supplemented as follows:
On December 5, 2006, Barington Capital Group, L.P. ("BCG") and the
Company entered into a confidentiality agreement (the "Confidentiality
Agreement") which will permit BCG and its financial advisor to obtain certain
confidential or non-public information concerning the Company in order to
evaluate its position with respect to the $27.35 per share consideration being
offered to stockholders of the Company by affiliates of Lone Star Funds. The
execution and delivery of the Confidentiality Agreement has been consented to by
the affiliates of Lone Star Funds that are party to the merger agreement entered
into with the Company.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: December 7, 2006
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC,
its general partner
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Managing Member
BARINGTON INVESTMENTS, L.P.
By: Barington Companies Advisors, LLC,
its general partner
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Managing Member
BARINGTON COMPANIES ADVISORS, LLC
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Managing Member
BARINGTON COMPANIES OFFSHORE FUND, LTD.
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President
BENCHMARK OPPORTUNITAS FUND PLC
By: Barington Offshore Advisors, LLC
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Authorized Signatory
BARINGTON OFFSHORE ADVISORS, LLC
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Authorized Signatory
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and CEO
LNA CAPITAL CORP.
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and CEO
/s/ James A. Mitarotonda
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James A. Mitarotonda
RJG CAPITAL PARTNERS, L.P.
By: RJG Capital Management, LLC,
its general partner
By: /s/ Ronald J. Gross
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Name: Ronald J. Gross
Title: Managing Member
RJG CAPITAL MANAGEMENT, LLC
By: /s/ Ronald J. Gross
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Name: Ronald J. Gross
Title: Managing Member
/s/ Ronald J. Gross
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Ronald J. Gross
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
By: D.B. ZWIRN PARTNERS, LLC,
its general partner
By: ZWIRN HOLDINGS, LLC,
its managing member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
By: D.B. Zwirn & Co., L.P., its manager
By: DBZ GP, LLC, its general partner
By: Zwirn Holdings, LLC, its managing member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN & CO., L.P.
By: DBZ GP, LLC, its general partner
By: Zwirn Holdings, LLC, its managing
member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
DBZ GP, LLC
By: Zwirn Holdings, LLC, its managing
member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
ZWIRN HOLDINGS, LLC
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
/s/ Daniel B. Zwirn
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Daniel B. Zwirn