Item
2.
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Identity and
Background.
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Item 2 is
hereby amended to add the following:
As
previously disclosed in this Schedule 13D, the Reporting Persons entered into an
Agreement dated April 15, 2008 (the “Agreement”) pursuant to which, among other
things, the Reporting Persons agreed to form a group with respect to their
investment in the Issuer. Effective upon the certification of the
final results of the 2009 Annual Meeting of Stockholders of the Issuer, which
occurred on April 24, 2009, the Agreement terminated on its own terms, subject
to limited provisions of the Agreement that survive termination as set forth in
the Agreement. As a result, the obligations of S. Sue Aramian, Martha
Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Natasha
Sedaghat, Parvindokht Sedaghat, Shapour Sedaghat, Shawn Sedaghat, Tim Taft,
Robert M. Stevens, Wayne King, Jonathan Dash and Dash Acquisitions to act in
concert with the other Reporting Persons as to the voting of the Issuer’s
securities pursuant to the Agreement terminated. Accordingly, such
persons and entities, other than Jonathan Dash, Dash Acquisitions, Natasha
Sedaghat and Shawn Sedaghat, are no longer members of the Section 13(d) group
and have ceased to be Reporting Persons. The remaining Reporting
Persons, The Lion Fund L.P., Biglari Capital Corp., Sardar Biglari, Western
Sizzlin Corp., Western Acquisitions L.P., Western Investments Inc., Philip
Cooley, Jonathan Dash, Dash Acquisitions, Natasha Sedaghat and Shawn Sedaghat,
have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments thereto, as further described in Item
6 below, and will continue filing as a group statements on Schedule 13D with
respect to their beneficial ownership of securities of the Issuer, to the extent
required by applicable law.
Set forth
in Schedule A annexed hereto is the name and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of WSC’s
directors and executive officers, as of the date hereof.
Item
3.
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Source and Amount of
Funds or Other
Consideration
.
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Item 3 is
hereby amended and restated to read as follows:
The
aggregate purchase price of the Shares owned directly by the Lion Fund is
$15,617,367. The Shares owned directly by the Lion Fund were acquired
with the working capital of the Lion Fund.
Certain
of the Shares reported in this Amendment No. 12 as owned by Western Acquisitions
were acquired by way of an internal contribution from WSC. Western
Acquisitions acquired from WSC an aggregate of 299,945 Shares on September 7,
2007 at a per Share price of $15.58, equal to the last reported sales price on
the New York Stock Exchange on the date the transaction was completed, or an
aggregate purchase price of approximately $4,673,143. The total of
299,945 Shares transferred by WSC to Western Acquisitions were initially
acquired by WSC for an aggregate purchase price of approximately
$4,581,977.
The
aggregate purchase price of the Shares owned directly by Western Acquisitions is
approximately $19,159,411. The Shares owned directly by Western
Acquisitions were acquired with the working capital of Western
Acquisitions.
The
aggregate purchase price of the Shares owned directly by Philip Cooley and owned
directly by Philip Cooley’s spouse, Sandy Cooley who shares the same business
address as Philip Cooley, which he may also be deemed to beneficially own is
approximately $446,793. Of the 66,123 Shares beneficially owned by
Philip Cooley, 51,500 Shares were acquired with Philip Cooley’s personal funds,
11,000 Shares were acquired with his spouse’s personal funds, 500 Shares were
acquired with the working capital of BCC and subsequently gifted to Philip
Cooley and 3,123 Shares were awarded to Philip Cooley in his capacity as a
director of the Issuer pursuant to the Issuer’s 2008 Equity Incentive Plan (897
of such Shares vest over a two year period ending February 13, 2011, the
restriction on transfer for 1,000 of such Shares expires on March 12, 2011 and
the restriction on transfer for 1,226 of such Shares expires on October 19,
2010).
The
aggregate purchase price of the Shares that may be deemed to be beneficially
owned by Dash Acquisitions is approximately $2,255,837. Such Shares
were acquired with the funds of clients of Dash Acquisitions.
The
aggregate purchase price of the Shares owned directly by Natasha Sedaghat is
approximately $278,967. Such Shares were acquired with personal
funds.
The
aggregate purchase price of the Shares owned directly by Shawn Sedaghat is
approximately $976,562. Such Shares were acquired with personal
funds.
The Lion
Fund, WSC and Western Acquisitions effect purchases of securities primarily
through margin accounts maintained for them with prime brokers, which may extend
margin credit to them as and when required to open or carry positions in the
margin accounts, subject to applicable federal margin regulations, stock
exchange rules and the prime brokers’ credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
Item
5.
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Interest in Securities
of the Issuer
.
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Item 5 is
hereby amended and restated to read as follows:
(a-e) As
of April 28, 2009, each of the Lion Fund, BCC, Sardar Biglari, WSC, Western
Acquisitions, Western Investments, Philip Cooley, Jonathan Dash, Dash
Acquisitions, Natasha Sedaghat and Shawn Sedaghat may be deemed to be the
beneficial owner of 2,893,973 Shares or approximately 10.1% of the outstanding
Shares of the Issuer, based upon the 28,788,469 Shares outstanding as of
February 25, 2009, according to the Issuer’s Proxy Statement filed on Schedule
14A with the Securities and Exchange Commission on April 3, 2009. The
2,893,973 Shares reported herein as beneficially owned by the Reporting Persons
consist of the following: (1) 984,200 Shares held directly by the Lion Fund, (2)
1,553,545 Shares held directly by Western Acquisitions, (3) 55,123 Shares held
directly by Philip Cooley, (4) 11,000 Shares held directly by Philip Cooley’s
spouse which Philip Cooley may also be deemed to beneficially own, (5) 158,436
Shares that may be deemed to be beneficially owned by Dash Acquisitions, (6)
30,000 Shares held by Natasha Sedaghat and (7) 101,669 Shares held by Shawn
Sedaghat.
Each of
the Lion Fund, BCC, Sardar Biglari, WSC, Western Acquisitions, Western
Investments and Philip Cooley may be deemed to have the sole power to vote or
direct the vote of 0 Shares and the shared power to vote or direct the vote of
2,603,868 Shares.
Each of
the Lion Fund, BCC, Sardar Biglari, WSC, Western Acquisitions, Western
Investments and Philip Cooley may be deemed to have the sole power to dispose or
direct the disposition of 0 Shares and the shared power to dispose or direct the
disposition of 2,603,868 Shares.
Each of
Jonathan Dash and Dash Acquisitions may be deemed to have the shared power to
vote or direct the vote of and the shared power to dispose or direct the
disposition of 158,436 Shares. These Shares are held in client
accounts managed by Dash Acquisitions over which Jonathan Dash has sole
investment discretion. Accordingly, each of Jonathan Dash and Dash
Acquisitions may be deemed to beneficially own these Shares. Jonathan
Dash and Dash Acquisitions disclaim beneficial ownership of these
Shares.
Natasha
Sedaghat may be deemed to have the sole power to vote and dispose of the 30,000
Shares held by her.
Shawn
Sedaghat may be deemed to have the sole power to vote and dispose of the 101,669
Shares held by him.
There
have been no transactions in the securities of the Issuer by the Lion Fund, BCC,
Sardar Biglari, WSC, Western Acquisitions, Western Investments, Philip Cooley,
Jonathan Dash, Dash Acquisitions, Natasha Sedaghat or Shawn Sedaghat during
the past 60 days.
No person
other than the Lion Fund, BCC, Sardar Biglari, WSC, Western Acquisitions,
Western Investments, Philip Cooley, Jonathan Dash, Dash Acquisitions, Natasha
Sedaghat and Shawn Sedaghat is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the
Shares except for Philip Cooley’s spouse with respect to the 11,000 Shares she
owns directly and the clients of Dash Acquisitions with respect to the 158,436
Shares held in their Dash Acquisitions accounts. The Lion Fund, BCC,
Sardar Biglari, WSC, Western Acquisitions, Western Investments, Philip Cooley,
Jonathan Dash, Dash Acquisitions, Natasha Sedaghat and Shawn Sedaghat disclaim
beneficial ownership of the Shares reported herein except to the extent of their
pecuniary interest therein.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is
hereby amended to add the following:
As
discussed in further detail in Item 2, effective upon the certification of the
final results of the 2009 Annual Meeting of Stockholders of the Issuer, which
occurred on April 24, 2009, the Agreement terminated on its own terms, subject
to limited provisions of the Agreement that survive termination as set forth in
the Agreement.
Pursuant
to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the Lion Fund, BCC, Sardar Biglari, WSC, Western Acquisitions, Western
Investments, Philip Cooley, Jonathan Dash, Dash Acquisitions, Natasha Sedaghat
and Shawn Sedaghat have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments
thereto. Except as set forth herein, there are no contracts,
arrangements, understandings or relationships among the parties to the foregoing
agreement, or between such parties and any other person, with respect to the
securities of the Issuer.
Item
7.
|
Material to be Filed
as Exhibits.
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Item 7 is
hereby amended to add the following exhibits:
99.1
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Joint
Filing Agreement by and among The Lion Fund L.P., Biglari Capital Corp.,
Sardar Biglari, Western Sizzlin Corp., Western Acquisitions L.P., Western
Investments Inc., Philip L. Cooley, Jonathan Dash, Dash Acquisitions LLC,
Natasha Sedaghat and Shawn Sedaghat, dated April 29,
2009.
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99.2
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Powers
of Attorney.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April
29, 2009
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THE
LION FUND, L.P.
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By:
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Biglari
Capital Corp.
General
Partner
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By:
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Sardar
Biglari, Chief Executive
Officer
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BIGLARI
CAPITAL CORP.
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By:
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Sardar
Biglari, Chief Executive
Officer
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WESTERN
ACQUISITIONS L.P.
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By:
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Western
Investments Inc.
General
Partner
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By:
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Sardar
Biglari, Chief Executive
Officer
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WESTERN
INVESTMENTS INC.
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By:
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Sardar
Biglari, Chief Executive
Officer
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WESTERN
SIZZLIN CORP.
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By:
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Sardar
Biglari, Chief Executive
Officer
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SARDAR
BIGLARI
As
Attorney In Fact for Philip L.
Cooley
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SARDAR
BIGLARI
As
Attorney In Fact for S. Sue
Aramian
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SARDAR
BIGLARI
As
Attorney In Fact for Martha Aramian
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SARDAR
BIGLARI
As
Attorney In Fact for Charles E.
Arnett
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SARDAR
BIGLARI
As
Attorney In Fact for Virginia
Arnett
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SARDAR
BIGLARI
As
Attorney In Fact for Gary A.
Ruben
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SARDAR
BIGLARI
As
Attorney In Fact for Irene
Ruben
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SARDAR
BIGLARI
As
Attorney In Fact for Natasha
Sedaghat
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SARDAR
BIGLARI
As
Attorney In Fact for Shawn Sedaghat
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SARDAR
BIGLARI
As
Attorney In Fact for Tim Taft
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SARDAR
BIGLARI
As
Attorney In Fact for Robert M.
Stevens
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SARDAR
BIGLARI
As
Attorney In Fact for Wayne King
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SARDAR
BIGLARI
As
Attorney In Fact for Jonathan Dash
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SARDAR
BIGLARI
As
Attorney In Fact for Dash Acquisitions
LLC
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SCHEDULE
A
Directors and Executive
Officers of Western Sizzlin Corp.
NAME
AND POSITION WITH
WESTERN
SIZZLIN
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PRESENT
PRINCIPAL
OCCUPATION
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BUSINESS
ADDRESS
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Sardar
Biglari, Chairman of the Board, Chief Executive Officer and
President
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Chairman
of the Board and Chief Executive Officer of Biglari Capital Corp., an
investment management firm
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c/o
The Lion Fund L.P.
9311
San Pedro Avenue, Suite 1440
San
Antonio, Texas 78216
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Philip
L. Cooley, Vice Chairman of the Board
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Prassel
Distinguished Professor of Business at Trinity University, San Antonio,
Texas
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c/o
Trinity University
One
Trinity Place
San
Antonio, Texas 78212
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Titus
W. Greene, Director
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Director
of Western Sizzlin Corp., an operator and/or franchiser of
restaurants
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c/o
Western Sizzlin Corp.
1338
Plantation Road
Roanoke,
Virginia 24012
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Jonathan
Dash, Director
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President
of Dash Acquisitions, LLC, an investment management
company
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c/o
Dash Acquisitions, LLC
183
Rodeo Drive
Beverly
Hills, California 90212
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Kenneth
R. Cooper, Director
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Attorney
with the Law Office of Kenneth R. Cooper
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c/o
Law Office of Kenneth R. Cooper
14607
San Pedro Avenue, Suite 130
San
Antonio, Texas 78232
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Martin
S. Fridson, Director
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Chief
Executive Officer of FridsonVision LLC, an independent investment research
firm
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c/o
FridsonVision LLC
54
West 21
st
Street
Suite
1007
New
York, New York 10010
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Robyn
B. Mabe, Vice President, Chief Financial Officer and Secretary /
Treasurer
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Vice
President, Chief Financial Officer and Secretary / Treasurer of Western
Sizzlin Corp., an operator and/or franchiser of
restaurants
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c/o
Western Sizzlin Corp.
1338
Plantation Road
Roanoke,
Virginia
24012
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