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Item
5.07.
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Submission
of Matters to a Vote of Security
Holders.
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On March
22, 2010, Western Sizzlin Corporation (the “Company”) held a special meeting of
its stockholders. At the special meeting, holders of approximately
78% of the Company’s outstanding common stock voted to approve a proposal to
adopt the Agreement and Plan of Merger, dated as of October 22, 2009, among The
Steak n Shake Company (“Steak n Shake”), a wholly-owned subsidiary of Steak n
Shake and the Company, which provides for a merger in which the Company will
become a wholly-owned subsidiary of Steak n Shake (the “Merger
Proposal”). Of the shares voted, approximately 99% voted in favor of
the Merger Proposal. Approval of the Merger Proposal required the
affirmative vote of at least a majority of the Company’s outstanding shares of
common stock. The votes cast on the Merger Proposal at the special
meeting were: 2,230,330 shares voted in favor; 4,296 shares voted against; and
1,427 votes abstained.
Under the
terms of the agreement and plan of merger, upon the completion of the merger,
each share of the Company’s common stock (other than shares held by the
Company’s stockholders who perfect and do not withdraw their appraisal rights
under Delaware law) will be cancelled and converted into the right to receive a
pro rata portion of a new issue of 14% redeemable subordinated debentures due
2015 to be issued by Steak n Shake (the “debentures”) in the aggregate principal
amount of $22,959,000 (approximately $8.07 principal amount of debentures per
Western share), with cash to be paid in lieu of fractional debenture
interests.
The
Company’s common stock is expected to be delisted from the NASDAQ Capital Market
in connection with the proposed transaction, effective March 29, 2010, and the
merger is expected to be completed on March 30, 2010. The merger is
subject to the satisfaction or waiver of certain other customary closing
conditions.
Forward-Looking
Statements:
Information
set forth in this communication contains forward-looking statements, which
involve a number of risks and uncertainties. All statements included in this
communication, other than statements of historical fact, that address
activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future are forward-looking statements.
These statements represent the Company’s reasonable judgment on the future based
on various factors and using numerous assumptions and are subject to known and
unknown risks, uncertainties and other factors that could cause actual outcomes
and/or the Company’s financial position to differ materially from those
contemplated by the statements. You can identify these statements by the fact
that they do not relate strictly to historical or current facts. They use words
such as “believe,” “expect,” “will,” “anticipate,” “should,” “plans” and other
words of similar meaning. The Company cautions readers that any forward-looking
information is not a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking information.
Investors should not rely on forward-looking statements because they are subject
to a variety of risks and uncertainties and other factors that could cause
actual results to differ materially from the Company’s expectations. Risks and
uncertainties include, among others: the risk that the conditions to merger set
forth in the agreement and plan of merger will not be satisfied and the
transaction will not be consummated; uncertainties as to the timing of the
merger; changes in the Company’s business during the period between now and the
effective time of the merger that could cause a condition to closing not to be
satisfied; as well as other factors detailed in the Company’s and Steak n
Shake’s filings with the SEC, including the definitive proxy
statement/prospectus, the prospectus supplement thereto and subsequent SEC
filings.
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
24, 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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