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. 3)*
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. 3 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. 3 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.
On June 17, 2002, Lone Star issued a press release announcing the
preliminary results of the Offer, which expired on June 14, 2002. The press
release inadvertently incorporated the safe harbor provisions under Section 21E
of the Securities Exchange Act of 1934, as amended. A corrected press release
omitting the safe harbor provisions was subsequently filed on the same date. The
corrected press release is included herein as Exhibit 99(a)(5)(D) and is
incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding the following:
Exhibit Number Description
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99(a)(5)(D) Press Release, dated June 17, 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 17, 2002