UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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): March 8,
2010
WESTERN
SIZZLIN
CORPORATION
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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401
Albemarle Ave SE, Roanoke,
Virginia
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (540)
345-3195
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(Former
name or former address, if changed since last
report.)
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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):
x
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))
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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Western
Sizzlin Corporation (“Western”) announced today that it has commenced the
mailing of a definitive proxy statement/prospectus (the “Proxy
Statement/Prospectus”) in connection with the proposed acquisition of Western by
The Steak n Shake Company (“Steak n Shake”). The Proxy
Statement/Prospectus is being mailed, along with all documents incorporated
therein by reference, to all holders of Western’s common stock identified as of
the close of business on February 17, 2010, which is the record date set by
Western’s board of directors as the record date for the determination of
stockholders entitled to receive notice of and to vote at the special meeting of
Western’s stockholders relating to the proposed transaction.
At the
special meeting, which will be held on March 22, 2010 at 1:30 p.m., local time,
at the Plaza Club, located at 100 West Houston Street, Ste. 2100, San Antonio,
Texas 78205, Western’s stockholders will be asked to consider and vote on the
adoption of the Agreement and Plan of Merger, dated as of October 22, 2009,
among Steak n Shake, a wholly-owned subsidiary of Steak n Shake, and Western,
which provides for a merger in which Western will become a private company and a
wholly-owned subsidiary of Steak n Shake (the “Merger”). The Merger is expected
to be completed as soon as practicable after the special meeting. The
Merger is subject to customary closing conditions, including the requisite
approval by holders of Western’s common stock at the special
meeting.
Western
also announced today that, in accordance with the rules and regulations of the
Securities and Exchange Commission (the “SEC”) and The NASDAQ Stock Market LLC
(“NASDAQ”), it has provided written notice to NASDAQ of its intent to delist its
common stock from NASDAQ in connection with the Merger. Western
intends to file a Form 25 with the SEC on or about March 19, 2010 to effect the
delisting and deregistration under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), of its common stock. By
operation of law, the delisting will be effective ten days after this filing,
unless the Form 25 is earlier withdrawn by Western. Following the consummation
of the Merger, if completed, Western also intends to file a Form 15 with the SEC
to deregister its common stock under Sections 12(b) and 12(g) of the Exchange
Act and to suspend the reporting obligations of Western under Sections 13 and
15(d) of the Exchange Act.
Additional
Information:
In
connection with the proposed Merger, Steak n Shake filed the Proxy
Statement/Prospectus with the SEC pursuant to Rule 424 on March 5, 2010, which
formed a part of the Registration Statement on Form S-4 (SEC File No.
333-163192) that has been declared effective by the SEC. The Proxy
Statement/Prospectus, along with all documents incorporated therein by reference
and a proxy card, are being mailed on or about March 8, 2010 to holders of
Western’s common stock identified as of February 17, 2010. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND THE ACCOMPANYING
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT STEAK N
SHAKE, WESTERN, THE MERGER AND RELATED MATTERS. You may obtain
copies of all documents filed with the SEC regarding this transaction, including
the Proxy Statement/Prospectus, free of charge at the SEC’s website,
www.sec.gov, or by directing a request to Western Sizzlin Corporation, 401
Albemarle Ave SE, Roanoke, Virginia 24013, Attention: Robyn Mabe, or by
telephone at (540) 345-3195, or by directing a request to Western’s proxy
solicitor, Morrow & Co., LLC 470 West Avenue – 3rd Floor, Stamford, CT 06902
or by calling Morrow & Co. at (800) 607-0088 (toll free) or (203) 658-9400
(call collect).
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. Information about the respective
directors and executive officers of Western and Steak n Shake is set forth in
the Proxy Statement/Prospectus. Western’s stockholders may obtain additional
information about the direct and indirect interests of the participants in the
solicitation, by security holdings or otherwise, by reading the Proxy
Statement/Prospectus.
Forward-Looking
Statements:
Certain
statements in this current report on Form 8-K are forward-looking statements,
including statements relating to the anticipated time of completion of the
Merger. These forward-looking statements are subject to certain risks and
uncertainties, such as Western’s inability to obtain the vote necessary to
approve the Merger, possible termination of the Agreement and Plan of Merger and
other risks disclosed in the Proxy Statement/Prospectus.
On March
8, 2010, Western issued a press release regarding the matters set forth in Item
3.01 of this Current Report on Form 8-K, a copy of which is attached hereto as
Exhibit 99.1.
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Item
9.01.
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Financial
Statements and Exhibits.
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(c) Exhibits
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99.1
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Press
release, dated March 8, 2010
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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March
8, 2010
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WESTERN
SIZZLIN CORPORATION
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By:
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Name:
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Robyn
B. Mabe
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Title:
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Vice
President and Chief Financial
Officer
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Exhibit
Index
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99.1
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Press
release, dated March 8, 2010
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