sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Lone Star Steakhouse & Saloon, Inc.
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(Name of Subject Company (Issuer))
Lone Star Steakhouse & Saloon, Inc.
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, $.01 par value
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(Title of Class of Securities)
542307103
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(CUSIP Number of Class of Securities)
John D. White
Lone Star Steakhouse & Saloon, Inc.
Executive Vice President
224 East Douglas, Suite 700
Wichita, Kansas 67202
(316) 264-8899
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky, LLP
505 Park Avenue
New York, NY 10022
(212) 753-7200
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$90,000,000.00 $8,280.00
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 4,000,000 shares of common stock, par
value $.01 per share, at the maximum tender offer price of $22.50 per share
in cash.
/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: $8,280.00 Filing Party: Lone Star Steakhouse and Saloon, Inc.
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Form or Registration No.: 005-43146 Date Filed: May 17, 2002
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates
to the tender offer by Lone Star Steakhouse and Saloon, Inc. ("Lone Star"), a
Delaware corporation, to purchase up to 4,000,000 shares of its common stock,
par value $.01 per share, or such lesser number of shares as are properly
tendered at a price not greater than $22.50 per share nor less than $20.50 per
share, net to the seller in cash, without interest, as specified by stockholders
tendering their shares (the "Offer"). The Offer is made on the terms and subject
to the conditions set forth in the Offer to Purchase, dated May 17, 2002, and in
the related Letter of Transmittal, which, as amended or supplemented from time
to time, together constitute the Offer.
This Amendment No. 2 to the Tender Offer Statement on Schedule TO is filed
in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated
under the Securities Exchange Act of 1934, as amended.
The Offer to Purchase is amended as set forth in the amended Offer to
Purchase, a copy of which is filed as Exhibit 99(a)(1)(A) under Item 12 and
incorporated herein by reference. The information in the amended Offer to
Purchase and the related Letter of Transmittal is incorporated in this Schedule
TO by reference, in answer to Items 1 through 11 of this Tender Offer Statement
on Schedule TO.
ITEM 12. EXHIBITS
Item 12 is hereby amended and restated as follows:
Exhibit Number Description
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99(a)(1)(A) Amended Offer to Purchase, dated May 17, 2002
*99(a)(1)(B) Letter of Transmittal
*99(a)(1)(C) Notice of Guaranteed Delivery
*99(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated May 17, 2002
*99(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated May 17, 2002
*99(a)(1)(F) Letter to Stockholders from the Chief Executive Officer,
dated May 17, 2002
*99(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
*99(a)(2)-(a)(4) Not Applicable
**99(a)(5)(A) Press Release, dated May 17, 2002 (announcing commencement
of Offer)
**99(a)(5)(B) Form of Summary Advertisement, dated May 20, 2002
**99(a)(5)(C) Press Release, dated May 17, 2002 (announcing clarification
with respect to expiration of Offer)
99(b) Not Applicable
99(g)-(h) Not Applicable
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* Previously filed as an Exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 17, 2002.
** Previously filed as an Exhibit to Amendment No. 1 to the Schedule TO filed
with the Securities and Exchange Commission on May 20, 2002.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ John D. White
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John D. White
Executive Vice President
June 4, 2002