form42507689002_11092009.htm
Filed
by Western Sizzlin Corporation
Pursuant
to Rule 425 under the
Securities
Act of 1933, as amended, and
deemed
filed pursuant to Rule 14a-12 under the
Securities
Exchange Act of 1934, as amended
Subject
Company: Western Sizzlin Corporation
Exchange
Act File No.: 001-13650
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