UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C.
20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 7 )1
The
Steak n Shake Company
(Name
of
Issuer)
Common
Stock, $.50 Par Value
(Title
of
Class of Securities)
857873-10-3
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65
East
55th Street
New
York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
4, 2008
(Date
of
Event Which Requires Filing of This Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 857873-10-3
|
1
|
NAME
OF REPORTING PERSON
The Lion Fund, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
-
0 -
|
|
|
8
|
SHARED
VOTING POWER
2,423,945
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,423,945
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,423,945
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 857873-10-3
|
1
|
NAME
OF REPORTING PERSON
Biglari Capital Corp.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF,
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
Texas
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
|
|
8
|
SHARED
VOTING POWER
2,423,945
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,423,945
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,423,945
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
3
CUSIP
NO. 857873-10-3
|
1
|
NAME
OF REPORTING PERSON
Sardar Biglari
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF,
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
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
|
|
8
|
SHARED
VOTING POWER
2,423,945
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,423,945
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,423,945
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
4
CUSIP
NO. 857873-10-3
|
1
|
NAME
OF REPORTING PERSON
Western Sizzlin Corp.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
-
0 -
|
|
|
8
|
SHARED
VOTING POWER
2,423,945
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,423,945
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,423,945
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
5
CUSIP
NO. 857873-10-3
|
1
|
NAME
OF REPORTING PERSON
Western Acquisitions L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
-
0 -
|
|
|
8
|
SHARED
VOTING POWER
2,423,945
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,423,945
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,423,945
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
6
CUSIP
NO. 857873-10-3
|
1
|
NAME
OF REPORTING PERSON
Western Investments Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF,
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
-
0 -
|
|
|
8
|
SHARED
VOTING POWER
2,423,945
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,423,945
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,423,945
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
7
CUSIP
NO. 857873-10-3
|
1
|
NAME
OF REPORTING PERSON
Philip L. Cooley
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF,
WC,
PF
|
||
|
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
2,423,945
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,423,945
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,423,945
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
8
CUSIP
NO. 857873-10-3
The
following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D
filed by the undersigned. This Amendment No. 7 amends the Schedule
13D as specifically set forth.
Item
4 is
hereby amended to add the following:
On
February 4, 2008, Sardar Biglari
delivered a letter to Dr. John W. Ryan, Chairman of the Nominating/Governance
Committee of the Board of Directors of the Issuer, responding to the Issuer’s
offer to grant Mr. Biglari and Phil Cooley representation on the Board and
the
Issuer’s recent amendment to its Bylaws. A copy of the letter is
attached hereto as Exhibit A and is incorporated herein by
reference.
Item
7. Material
to be Filed as Exhibits.
|
|
A.
|
Letter
from Sardar Biglari to Dr. John W. Ryan, Chairman of the
Nominating/Governance Committee of the Board of Directors of The
Steak n
Shake Company, dated February 4, 2008 (filed herewith as Exhibit
A).
|
9
CUSIP
NO. 857873-10-3
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: February
4, 2008
|
THE
LION FUND, L.P.
|
|
|
By:
|
Biglari
Capital Corp.
General
Partner
|
|
|
By:
|
/s/
Sardar Biglari
|
|
|
Sardar
Biglari, Chief Executive Officer
|
||
|
BIGLARI
CAPITAL CORP.
|
||
|
By:
|
/s/
Sardar Biglari
|
|
|
Sardar
Biglari, Chief Executive Officer
|
||
|
WESTERN
ACQUISITIONS L.P.
|
||
|
By:
|
Western
Investments Inc.
General
Partner
|
|
|
By:
|
/s/
Sardar Biglari
|
|
|
Sardar
Biglari, Chief Executive Officer
|
||
|
WESTERN
INVESTMENTS INC.
|
||
|
By:
|
/s/
Sardar Biglari
|
|
|
Sardar
Biglari, Chief Executive Officer
|
||
|
/s/
Sardar Biglari
|
|
|
SARDAR
BIGLARI
|
|
WESTERN
SIZZLIN CORP.
|
||
|
By:
|
/s/
Sardar Biglari
|
|
|
Sardar
Biglari, Chief Executive Officer
|
||
|
/s/
Sardar Biglari
|
|
|
SARDAR
BIGLARI
As
Attorney In Fact for Philip L.
Cooley
|
10
CUSIP
NO. 857873-10-3
EXHIBIT
A
THE
LION
FUND,
L.P.
9311
SAN
PEDRO AVENUE, SUITE 1440
SAN
ANTONIO, TEXAS 78216
TELEPHONE
(210) 344-3400
FAX
(210)
344-3411
SARDAR
BIGLARI, CHAIRMAN
February
4, 2008
Dr.
John
W. Ryan
Chairman
of Nominating/Governance Committee
The
Steak
n Shake Company
500
Century Building
36
South
Pennsylvania Street
Indianapolis,
Indiana 46204
Dear
Dr.
Ryan:
I
received your letter of January 31, 2008, which offered my colleague, Philip
L.
Cooley, and me each a board seat. Unfortunately, in the same letter, you
informed us that the board amended the company’s bylaw provisions to effectively
remove the option for shareholders to call a special meeting. The bylaw
amendment to require the holders of 80% instead of the former 25% of the
shares
outstanding in effect eliminates a fundamental shareholder right to call
a
special meeting. This revision provides the board immunity, not accountability,
and reveals a culture to which we cannot subscribe.
We
accept
your offer of two board seats provided that the board restores the shareholders’
prerogative to call a special meeting when the votes from 25% of the shares
outstanding are cast. Our acceptance of board seats would also require that
the
board adopt an additional provision that future revisions to this bylaw require
shareholder approval. We have made a promise to Steak n Shake shareholders
to
protect their interests, a promise that we intend to keep. You, too, should
think about your fiduciary duty and reputation.
Needless
to say, as a byproduct of limitations on shareholder rights and privileges,
the
costs of a proxy fight and potential litigation pale in comparison to a decrease
in the value of everyone’s shares. Curtailing an owner’s power is exactly the
kind of behavior we do not approve of. Moreover, shareholders own the company
and should be able to vote anyone on or off the board.
I
trust
that you as Chairman of the Steak n Shake Nominating/Corporate Governance
Committee will make the right decision and fulfill your duty and obligation
as a
board member of a publicly traded company.
|
Sincerely,
|
 |
|
Sardar
Biglari
|
11
CUSIP
NO. 857873-10-3
CERTAIN
INFORMATION CONCERNING THE PARTICIPANTS
THIS
COMMUNICATION IS NOT A SOLICITATION OF A PROXY WHICH MAY BE DONE ONLY PURSUANT
TO A DEFINITIVE PROXY STATEMENT. STOCKHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE
LION
FUND, L.P. (“LION FUND”), BIGLARI CAPITAL CORP. (“BCC”), WESTERN SIZZLIN CORP.
(“WSC”), WESTERN ACQUISITIONS L.P. (“WAL”), WESTERN INVESTMENTS, INC. (“WII”),
SARDAR BIGLARI AND PHILIP L. COOLEY, FROM THE STOCKHOLDERS OF THE STEAK N
SHAKE
COMPANY, FOR USE AT ITS NEXT ANNUAL MEETING OF STOCKHOLDERS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN COMPLETED,
A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS
OF
THE STEAK N SHAKE COMPANY AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, COPIES
OF
THE PROXY STATEMENT AND OTHER DOCUMENTS WILL BE PROVIDED WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO OUR PROXY SOLICITOR, MORROW
& CO., LLC AT ITS TOLL-FREE NUMBER (800) 607-0088. THE PARTICIPANTS IN THE
PROXY SOLICITATION ARE ANTICIPATED TO BE LION FUND, BCC, WSC, WAL, WII, SARDAR
BIGLARI AND PHILIP L. COOLEY (THE “PARTICIPANTS”). INFORMATION REGARDING THE
PARTICIPANTS, INCLUDING THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS
OR OTHERWISE, IS CONTAINED IN THE SCHEDULE 13D FILED BY THEM WITH THE SECURITIES
AND EXCHANGE COMMISSION ON FEBRUARY 4, 2008 WITH RESPECT TO THE STEAK N SHAKE
COMPANY, AS AMENDED. THAT SCHEDULE 13D, AS AMENDED, IS CURRENTLY AVAILABLE
AT NO
CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. AS OF FEBRUARY 4, 2008, EACH OF THE PARTICIPANTS MAY
BE
DEEMED TO BENEFICIALLY OWN 2,423,945 SHARES OF COMMON STOCK OF THE STEAK
N SHAKE
COMPANY, CONSISTING OF THE FOLLOWING: (1) 941,200 SHARES HELD DIRECTLY BY
LION
FUND, (2) 1,467,445 SHARES HELD DIRECTLY BY WAL, (3) 12,300 SHARES HELD DIRECTLY
BY PHILIP L. COOLEY, (4) 3,000 SHARES HELD DIRECTLY BY PHILIP L. COOLEY'S
SPOUSE. EACH OF THE PARTICIPANTS DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH SHARES
EXCEPT TO THE EXTENT OF HIS/ITS PECUNIARY INTEREST THEREIN.
12