UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
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appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12
THE
STEAK N SHAKE COMPANY
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|
(Name
of Registrant as Specified in Its Charter)
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| |
THE
LION FUND L.P.
BIGLARI
CAPITAL CORP.
WESTERN
SIZZLIN CORP.
WESTERN
ACQUISITIONS L.P.
WESTERN
INVESTMENTS INC.
SARDAR
BIGLARI
PHILIP
L. COOLEY
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
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of Filing Fee (Check the appropriate box):
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The Lion
Fund L.P. (“Lion Fund”) and Western Sizzlin Corp. (“Western Sizzlin”), together
with the other participants named herein, are filing materials contained in this
Schedule 14A with the Securities and Exchange Commission (“SEC”) in connection
with the solicitation of proxies for the election of two nominees as directors
at the next annual meeting of stockholders (the “Annual Meeting”) of The Steak n
Shake Company (the “Company”). Lion Fund and Western Sizzlin have
filed a definitive proxy statement with the SEC with regard to the Annual
Meeting.
Item
1. Press
release issued on February 25, 2008 and posted on
www.enhancesteaknshake.com:
FOR
IMMEDIATE RELEASE
GLASS
LEWIS RECOMMENDS STEAK N SHAKE STOCKHOLDERS VOTE THE GOLD PROXY CARD TO ELECT
SARDAR BIGLARI AND PHIL COOLEY TO THE BOARD
SAN
ANTONIO, TX – February 25, 2008 – Sardar Biglari, Chairman and Chief
Executive Officer of Western Sizzlin Corporation (NASDAQ: WEST) and The Lion
Fund, LP, announced today that Glass Lewis & Co., a leading proxy advisory
firm, has recommended that stockholders of The Steak n Shake Company (NYSE:
SNS) vote the
GOLD proxy card to elect Sardar Biglari and Philip L. Cooley to the Steak n
Shake Board at the annual meeting of stockholders scheduled to take place on
March 7, 2008.
The Glass
Lewis report highlights the key problems with Steak n Shake’s present
leadership: “In this case, we believe that the Steak n Shake directors have two
strikes against them. Considering the long term operational troubles
and relative performance of the Company’s shares, we believe it is the board’s
responsibility to hold executives accountable for their
results. Clearly, this has not happened.”
Commenting
on the lack of accountability and entrenchment strategies employed by Steak n
Shake’s board, Glass Lewis continued “[I]n our opinion, the current board has
done little to hold executives accountable for the long-term performance of the
business. Moreover, the directors have taken recent action to entrench
themselves on the board. As such, we believe that new independent voices are
needed on the Steak n Shake board to effect change.”
Glass
Lewis also took the opportunity to address the recent action taken by the
board’s newly sprung amendment to Steak n Shake’s bylaws requiring 80%, instead
of the former 25%, of the shares outstanding to call a special meeting. In its
report, Glass Lewis stated that “the directors’ reactionary bylaw amendment is
deeply troubling. In our opinion, this is an example of director entrenchment at
its worst. The directors clearly fear for their jobs.”
Sardar
Biglari, in response to the report, stated, “We were very pleased with Glass
Lewis’ endorsement of Phil Cooley and me for election to the board and their
favorable assessment of our plan. We are gratified that Glass Lewis shares our
negative view that the current board has undertaken actions that are clearly
contrary to the best interests of the shareholders.”
Contact:
Morrow
& Co., LLC
(203)
658-9400
Or
Robyn B.
Mabe, Chief Financial Officer
Western
Sizzlin Corporation
(540)
345-3195