- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
18 Marzo 2010 - 7:26PM
Edgar (US Regulatory)
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
¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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ý
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Definitive
Additional Materials
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¨
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Soliciting
Material Under Rule 14a-12
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THE
STEAK N SHAKE COMPANY
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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¨
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Fee
paid previously with preliminary
materials:
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¨
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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EXPLANATORY
NOTE
The sole
reason for this filing is to make certain corrections to the Security Ownership
of Certain Beneficial Owners and Management Table and related footnotes
appearing on page 18 of the definitive proxy statement (the “Proxy”), dated
March 8, 2010, for the Annual Meeting of Shareholders of The Steak n Shake
Company (the “Company”) to be held on April 8, 2010.
The
Security Ownership of Certain Beneficial Owners and Management Table appearing
in the proxy statement inadvertently omitted GAMCO Investors, Inc and
Dimensional Fund Advisors LP, each as a beneficial owner of more than 5% of the
Company’s common stock.
The
following table shows, as of March 1, 2010, the number and percentage of
outstanding shares of our common stock beneficially owned by each person or
entity known to be the beneficial owner of more than 5% of the Company’s common
stock:
Name
& Address
of
Beneficial Owner
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Amount
and Nature
of
Beneficial Ownership
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GAMCO
Investors, Inc.
One
Corporate Center
Rye,
NY 10580-1435
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113,477
(1)
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7.9%
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Dimensional
Fund Advisors LP
6300
Bee Cave Road, Building One
Austin,
Texas 78746
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105,258
(2)
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7.3%
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The
Lion Fund, L.P.
9311
San Pedro Ave. Suite 1440
San
Antonio, TX 78216
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98,167
(3)
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6.8%
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Blackrock,
Inc.
40
East 52
nd
Street
New
York, NY 10022
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97,842
(4)
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6.8%
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(1)
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This
information was obtained from a Schedule 13D filed with the Securities and
Exchange Commission (“SEC”) on January 8, 2010. Gabelli Funds,
GAMCO Asset Management, Inc., Gabelli Securities, Inc., Teton Advisors,
Inc., MJG Associates, Inc., GGCP, Inc., GAMCO Investors, Inc., and Mario
Gabelli share voting and dispositive power over certain of the
shares. Mario Gabelli is deemed to have beneficial ownership of
the shares owned beneficially by each of the listed
persons.
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(2)
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This
information was obtained from a Schedule 13G filed with the SEC on
February 8, 2010.
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(3)
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This
information was obtained from a Schedule 13D filed with the SEC on
February 3, 2010 and a Form 4 filed with the SEC on February 8,
2010. The Lion Fund, L.P., Biglari Capital Corp., Western
Acquisitions, L.P., Western Investments, Inc., Sardar Biglari, Western
Sizzlin Corp., Mustang Capital Partners I, L.P., Mustang Capital Partners
II, L.P., Mustang Capital Advisors, L.P., Mustang Capital Management,
L.L.C., Western Mustang Holdings, L.L.C., and Philip Cooley share voting
and dispositive power over certain of the shares. Sardar
Biglari is deemed to have beneficial ownership of the shares owned
beneficially by each of the listed
persons.
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(4)
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This
information was obtained from a Schedule 13G filed with the SEC on January
29, 2010.
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