1
|
NAME OF REPORTING PERSON
Biglari Holdings Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,064,509
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
4,064,509
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
4,064,509
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Biglari Capital Corp.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
140,100
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
140,100
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
140,100
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
The Lion Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
140,100
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
140,100
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
140,100
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Steak n Shake Operations, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
101,244
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
101,244
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
101,244
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Sardar Biglari
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,064,509
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
4,064,509
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
4,064,509
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Philip L. Cooley
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
99.1
|
Joint Filing and Solicitation Agreement, dated August 16, 2012, by and among BH, BCC, the Lion Fund, Steak n Shake, Sardar Biglari and Philip L. Cooley.
|
August 16, 2012
|
|||
(Date)
|
|||
BIGLARI HOLDINGS INC.
|
|||
By:
|
/s/ Sardar Biglari
|
||
Name:
|
Sardar Biglari
|
||
Title:
|
Chairman and Chief Executive Officer
|
BIGLARI CAPITAL CORP.
|
|||
By:
|
/s/ Sardar Biglari
|
||
Name:
|
Sardar Biglari
|
||
Title:
|
Chairman and Chief Executive Officer
|
THE LION FUND, L.P.
|
|||
By: BIGLARI CAPITAL CORP., its General Partner
|
|||
By:
|
/s/ Sardar Biglari
|
||
Name:
|
Sardar Biglari
|
||
Title:
|
Chairman and Chief Executive Officer
|
STEAK N SHAKE OPERATIONS, INC.
|
|||
By:
|
/s/ Sardar Biglari
|
||
Name:
|
Sardar Biglari
|
||
Title:
|
Chairman and Chief Executive Officer
|
/s/ Sardar Biglari
|
|
SARDAR BIGLARI
|
/s/ Philip L. Cooley
|
|
PHILIP L. COOLEY
|
NAME AND
POSITION WITH BH
|
PRESENT PRINCIPAL
OCCUPATION
|
BUSINESS ADDRESS
|
CITIZENSHIP
|
|||
Sardar Biglari,
Chairman of the Board and
Chief Executive Officer
|
See Item 2
|
See Item 2
|
See Item 2
|
|||
Philip L. Cooley,
Vice Chairman of the Board
|
Retired Prassel Distinguished
Professor of Business at Trinity
University
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
Kenneth R. Cooper,
Director
|
Attorney
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
Duane E. Geiger,
Interim Chief Financial Officer and Vice President
|
Interim Chief Financial Officer and Vice President of BH
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
William L. Johnson,
Director
|
President and CEO of The Berean Group, LLC
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
Bruce Lewis,
Controller
|
Controller of BH
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
Dr. Ruth J. Person,
Director
|
Chancellor and Professor of
Management, University of Michigan-Flint
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
James P. Mastrian,
Director
|
Retired; Former COO of Rite Aid Corporation
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
NAME AND
POSITION WITH
STEAK N SHAKE
|
PRESENT PRINCIPAL
OCCUPATION
|
BUSINESS ADDRESS
|
CITIZENSHIP
|
|||
Sardar Biglari,
Chairman of the Board and
Chief Executive Officer
|
See Item 2
|
See Item 2
|
See Item 2
|
|||
Duane E. Geiger,
Chief Financial Officer, Vice President, Controller and Treasurer
|
Interim Chief Financial Officer and Vice President of BH
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
Class of
Security
|
Securities
Purchased/(Sold)
|
Price Per
Share ($)
|
Date of
Purchase/Sale
|
Common Stock
|
6,200
|
$58.8564
|
06/13/2012
|
||
Common Stock
|
957
|
$60.1978
|
07/23/2012
|
||
Common Stock
|
45,087
|
$59.9182
|
07/24/2012
|
||
Common Stock
|
2,200
|
$60.1509
|
07/25/2012
|