UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Amendment No. 8
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 11, 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. 8 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 that Amendment No.
6 filed with the SEC on November 17 2006 and that Amendment No. 7 filed with the
SEC on December 7, 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 11, 2006, Barington Capital Group, L.P. ("BCG") issued a
press release (the "Press Release") announcing that based on the results of its
review of the Company and further declines in the Company's core business
concept, it intends to vote in favor of the acquisition of the Company by
affiliates of Lone Star Funds for $27.35 per share in cash. A copy of the Press
Release is attached as Exhibit 99.10 hereto and incorporated herein by
reference. The foregoing description of the Press Release is qualified in its
entirety by reference to such exhibit.
Item 7. Material to be Filed as Exhibits.
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The information contained in Item 7 of the Statement is hereby amended
and supplemented as follows:
Exhibit No. Exhibit Description
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99.10 Press Release of Barington Capital Group, L.P. dated
December 11, 2006
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 11, 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
--------------------------
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