sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 30, 2006
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LONE STAR STEAKHOUSE & SALOON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19907 48-1109495
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
224 East Douglas, Suite 700, Wichita, KS 67202
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (316) 264-8899
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 30, 2006, Lone Star Steakhouse & Saloon, Inc. (the "Company"),
Lone Star U.S. Acquisitions LLC ("Purchaser") and COI Acquisition Corp. ("Merger
Sub") entered into an amendment (the "Amendment") to the Agreement and Plan of
Merger, dated as of August 18, 2006, by and among Purchaser, Merger Sub and the
Company (as amended, the "Merger Agreement"). The Amendment provides for an
increase in the aggregate consideration to be received by the Company's
stockholders pursuant to the Merger Agreement from $27.10 to $27.35 per share in
cash.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, which is filed
as Exhibit 2.1 hereto, and is incorporated herein by reference.
Item 8.01. OTHER EVENTS.
On November 30, 2006, the Company issued a press release announcing that
the Company, Purchaser and Merger Sub had entered into the Amendment and that
the Company had adjourned the special meeting of stockholders to vote on the
Merger Agreement from Thursday, November 30, 2006 until Tuesday, December 12,
2006 at 1:00 p.m., Eastern Time, at the offices of Olshan Grundman Frome
Rosenzweig & Wolosky LLP, located at Park Avenue Tower, 65 East 55th Street, New
York, New York 10022. A copy of the press release is filed as Exhibit 99.1
hereto.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Exhibits
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2.1 Amendment, dated as of November 30, 2006, to 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.
99.1 Press Release dated November 30, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LONE STAR STEAKHOUSE & SALOON,
INC.
Dated: December 1, 2006 By: /s/ John D. White
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Name: John D. White
Title: Executive Vice President