Western Sizzlin Corporation Completes Distribution of Special Dividend of Steak n Shake Shares
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Western Sizzlin Corporation Completes Distribution of Special Dividend of
Steak n Shake Shares
ROANOKE, Va., Nov. 9 /PRNewswire-FirstCall/ -- Western Sizzlin Corporation
("Western") (Nasdaq: WEST), today announced that on November 6, 2009, Western
completed its previously announced distribution to Western stockholders of a
special dividend payable in the form of 1,322,806 shares of common stock of
The Steak n Shake Company ("Steak n Shake") (NYSE: SNS). The dividend was
paid at the rate of approximately 0.465 shares of Steak n Shake common stock
for each share of Western outstanding as of November 2, 2009, the record date
for the distribution, with fractional share interests settled by a cash
payment.
The distribution was made pursuant to the terms of the previously announced
merger agreement entered into on October 22, 2009 between Western and Steak n
Shake. Pursuant to the merger agreement, Western would be acquired by Steak
and Shake in exchange for subordinated debentures of Steak n Shake in an
aggregate principal amount of $22,959,000. At the effective time of the
merger, each share of Western's common stock would be converted into the right
to receive debentures in principal amount equal to approximately $8.07 per
share based upon the number of shares of Western common stock currently
outstanding. The Steak n Shake debentures will have a term of five years from
the effective date of the merger, will bear interest at the rate of 14% per
annum and will be pre-payable without penalty at the option of Steak n Shake
after one year from the date of issuance.
Closing of the merger transaction is subject to satisfaction (or waiver) by
the parties of certain conditions, including approval by Western's
stockholders. Although the distribution by Western of the Steak n Shake stock
was contemplated and required by the merger agreement, the distribution was
not conditioned upon completion of the merger and Western's stockholders who
received the Steak n Shake shares in the distribution will be entitled to
retain those share regardless of whether the merger is consummated.
ADDITIONAL INFORMATION CONCERNING THE TRANSACTION
Steak n Shake plans to file a registration statement and related transaction
statement on Schedule 13E-3 with the Securities and Exchange Commission (the
"SEC") with respect to the merger. The registration statement will include
Western's proxy statement for the special meeting of its stockholders to
consider the merger and Steak n Shake's prospectus with respect to the
debentures. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STEAK N SHAKE, WESTERN,
THE TRANSACTION AND RELATED MATTERS. Investors will be able to obtain free
copies of the registration statement and proxy statement/prospectus, when
available, and other documents filed by Steak n Shake and Western with the SEC
through the SEC's web site at www.sec.gov. In addition, Western stockholders
will be able to obtain free copies of the registration statement, proxy
statement/prospectus and transaction statement, when available, from Western
by directing such requests to Western, attention: Investor Relations, 401
Albemarle Ave SE, Roanoke, Virginia 24013, telephone at (540) 345-3195.
PARTICIPANTS IN THE SOLICITATION
Steak n Shake, Western and Western's directors and officers may be deemed to
be participants in the solicitation of proxies from Western's stockholders in
connection with the proposed merger involving Western and Steak n Shake.
Information regarding Western's directors and officers and a description of
their interests in Western is contained in Western's definitive proxy
statement on Schedule 14A with respect to its 2009 Annual Meeting of
Stockholders, which was filed with the SEC on July 15, 2009, and will also be
contained in the proxy statement/prospectus relating to the proposed merger
when it becomes available. Western's stockholders may obtain additional
information about the direct and indirect interests of the participants in the
acquisition, by security holdings or otherwise, by reading the proxy
statement/prospectus and other materials to be filed with the SEC when such
information becomes available.
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and other federal
securities laws and are intended to be covered by the safe harbors created
thereby. These statements are based on current expectations and are subject
to a number of risks and uncertainties that could cause actual results to
differ markedly from those projected or discussed here. Steak n Shake and
Western caution readers not to place undue reliance upon any such
forward-looking statements, for actual results may differ materially from
expectations. Neither company undertakes to publicly update or revise any
forward-looking statements even if experience or future changes make it clear
that any projected results expressed or implied will not be realized. Further
information concerning the types of factors that could impact the companies'
businesses can be found in their filings with the SEC.
ABOUT THE STEAK N SHAKE COMPANY
Steak n Shake is a holding company. Its primary restaurant operation is
conducted through Steak n Shake Operations Inc. The Steak n Shake restaurant
chain, founded in 1934, is a classic American brand serving premium burgers
and milkshakes through its chain of 485 restaurants.
ABOUT WESTERN SIZZLIN CORPORATION
Western Sizzlin Corporation is a holding company which owns a number of
subsidiaries, with its primary business activities conducted through Western
Sizzlin Franchise Corporation and Western Sizzlin Stores, Inc, which franchise
and operate restaurants.
CONTACT:
Robyn B. Mabe, Chief Financial Officer, Western Sizzlin Corp., (540)-345-3195
SOURCE Western Sizzlin Corporation
Robyn B. Mabe, Chief Financial Officer, Western Sizzlin Corp.,
+1-540-345-3195
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