sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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ss.240.14a-12
LONE STAR STEAKHOUSE & SALOON, INC.
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(Name of Registrant as Specified In Its Charter)
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LONE STAR STEAKHOUSE & SALOON
For Immediate Release
LONE STAR CALLS ISS DECISION IRRESPONSIBLE
FOR ENDORSING CANDIDATE WITH
NO CORPORATE EXPERIENCE, NO BOARD EXPERIENCE AND
NO RESTAURANT EXPERIENCE
LONE STAR'S SUCCESSFUL TURNAROUND UNDERWAY -
41% INCREASE IN COMPANY'S STOCK SINCE JANUARY 2001
LONE STAR URGES STOCKHOLDERS TO PROTECT THEIR INVESTMENT IN LONE STAR
BY SUPPORTING JAMIE COULTER'S CANDIDACY FOR RE-ELECTION
Wichita, Kansas, June 26, 2001 - Lone Star Steakhouse and Saloon, Inc. (NASDAQ:
STAR) today urged its stockholders to protect their investment in Lone Star by
supporting Jamie Coulter's candidacy for reelection. The company called
Institutional Shareholder Services' (ISS) recommendation irresponsible regarding
its support for an inexperienced dissident candidate for a Board seat of a
public company.
Lone Star's independent directors issued the following statement regarding the
ISS decision:
"It is inconceivable that ISS, an institution which purports to protect
stockholders, would endorse a person like Guy Adams, who has been enjoined by a
federal court for filing false and misleading proxy information and who, by his
own admission, has no corporate experience, no board level experience and no
experience in the restaurant industry. What's more, Guy Adams is a short-term
stockholder who owns only 1,100 shares of Lone Star stock, which he has held for
only 20 weeks. ISS itself admits in its own proxy analysis that `...Mr. Adams
does not have a specific agenda to improve the company's overall
performance...'. ISS's support of this inexperienced candidate turns the notion
of responsible corporate governance on its head.
"In contrast, Lone Star's Board of Directors and management team, who
collectively beneficially own approximately 26 percent of the Company, are
creating value for our stockholders. This is evidenced by the 41 percent
increase in Lone Star's stock price through June 25, 2001, the solid 2001 first
quarter results and the Company's strong balance sheet. In fact, ISS states in
its own proxy analysis that it `...believes that management is taking the
necessary steps in hopes of turning the company around...'.
-more-
Page 2
"Electing Guy Adams would disrupt, if not destroy, the progress that we have
achieved. We urge our stockholders to continue to protect their investment in
Lone Star by supporting Jamie Coulter's candidacy for re-election to the Lone
Star Board of Directors."
The independent directors urge Lone Star stockholders to review the attached
graph, which illustrates Lone Star's successful turnaround progress.
On June 25, 2001, the U.S. District Court for the District of Kansas ruled that
Guy Adams violated federal securities laws by making false and misleading
statements in his proxy materials to solicit votes for election to the Lone Star
Board of Directors. Accordingly, the Court issued an injunction requiring Guy
Adams to make corrective disclosure.
Lone Star's board of directors unanimously urges its stockholders to reject Guy
Adams's proxy request and to vote their shares by signing, dating and returning
their WHITE proxy cards. For more information about how to vote for the Lone
Star director nominee, stockholders can call Lone Star's proxy solicitor,
Innisfree M&A Incorporated, at 1-877-750-5838 (toll-free).
Lone Star owns and operates Lone Star Steakhouse & Saloon restaurants,
Sullivan's Steakhouse restaurants, and Del Frisco's Double Eagle Steak House
restaurants.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although the Company
believes the assumptions underlying the forward-looking statements contained
herein, including the development plans of the Company, are reasonable, any of
the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements contained in the press release will prove to
be accurate.
Lone Star contacts:
John D. White Andy Brimmer/Joele Frank
Lone Star Steakhouse and Saloon, Inc. Joele Frank, Wilkinson Brimmer Katcher
(316) 264-8899 (212) 355-4449
# # #
LONE STAR STEAKHOUSE S&P 400 MIDCAP INDEX S&P MIDCAP RESTAURANT INDEX
DATE PRICE RETURNS PRICE RETURNS PRICE RETURNS
6/22/01 12.89 53.44 506.09 2.85 234.2 8.36
6/15/01 12.79 52.25 509.25 3.49 230.44 6.62
6/8/01 13.5 60.7 531.61 8 230.5 6.65
6/1/01 13 54.75 526.94 7.03 237.2 9.75
5/25/01 13.19 57.01 533.01 8.24 256.23 18.55
5/18/01 12.5 48.8 532.02 8.02 251.66 16.44
5/11/01 12.29 46.3 508.71 3.26 250.74 16.01
5/4/01 12.7 51.18 517.17 4.93 257.58 19.18
4/27/01 11.73 39.63 506.86 2.83 256.32 18.59
4/20/01 10.8 28.56 493.38 0.06 248.14 14.81
4/13/01 9.51 13.2 474.98 -3.68 238.78 10.48
4/6/01 9.0313 6.13 447.44 -9.28 231.85 7.22
3/30/01 9.2813 9.06 459.92 -6.76 236.53 9.39
3/23/01 9.4375 10.9 457.95 -7.17 224.42 3.79
3/16/01 9.25 8.7 460.07 -6.74 236.69 9.46
3/9/01 9.6875 13.84 496.78 0.68 255.71 18.26
3/2/01 9.0625 6.49 499.96 1.28 247.64 14.52
2/23/01 9.5 11.63 498.26 0.92 246.71 14.09
2/16/01 9.9375 16.77 519.23 5.14 242.27 12.04
2/9/01 9.25 8.7 519.95 5.24 237.86 10
2/2/01 8.125 -4.52 518.29 4.89 221.35 2.37
1/26/01 8.9375 5.02 519.01 5 223.64 3.42
1/19/01 9.375 10.16 504.35 2.02 215.01 -0.5
1/12/01 9.5625 12.37 507.83 2.71 212.99 -1.5
1/5/01 9.3125 7.97 489.37 -1.04 217.27 0.43
Data Range 01/02/2001 to 06/25/2001
Source: Bloomberg Professional
Date: June 26, 2001