form8k13108.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): January 29, 2008
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THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
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INDIANA
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0-8445
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37-0684070
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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| |
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36
S. Pennsylvania Street, Suite 500
Indianapolis,
Indiana
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46204
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (317)
633-4100
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or By-Laws; Change in
Fiscal Year.
On
January 29, 2008, the Board of
Directors of The Steak n Shake Company (the “Company”) amended the Company’s
Restated By-Laws. Article IV, Section 3 was amended to
increase the number of outstanding shares of common stock required to request
a
special meeting of shareholders from one-fourth to eighty
percent. Portions of Article V, Section 1 were deleted as
either being unnecessary in view of the provisions of the Indiana Business
Corporation Law or duplicative of the following
section. Article I, Sections 8 and 9 were amended to
facilitate the trading of shares of the Company’s common stock on an
uncertificated basis. Other changes were made throughout the By-Laws
to correct inconsistencies in terminology and punctuation.
The
above summary is qualified in its
entirety by the full text of the By-Laws, a copy of which is attached hereto
as
Exhibit 3.1 and incorporated herein by reference.
Item
8.01. Other Events.
Concurrently
with the filing of this
report, the Chairman of the Company's Nominating/Governance Committee is
sending a letter to Sardar Biglari and Philip L. Cooley extending an offer
to
include those persons as nominees for election as directors at the 2008 annual
meeting of shareholders.
The
above description of the letter is
qualified in its entirety by the full text of the letter, a copy of which is
attached hereto as Exhibit 99.1 and the information contained therein is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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| 3.1 |
Restated
By-Laws of The Steak n Shake Company (as amended through January 29,
2008)
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| 99.1 |
Letter
dated January 31, 2008 to Sardar Biglari and Philip L.
Cooley |
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. SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF
THE
STEAK N SHAKE COMPANY (THE “COMPANY”) FROM THE SHAREHOLDERS OF THE COMPANY, FOR
USE AT THE 2008 ANNUAL MEETING OF SHAREHOLDERS 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 SHAREHOLDERS
OF
THE COMPANY AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV AND FROM THE COMPANY’S WEB SITE AT
WWW.STEAKNSHAKE.COM.
THE
COMPANY AND ITS DIRECTORS AND
EXECUTIVE OFFICERS AND OTHER MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE DEEMED
TO PARTICIPATE IN THE SOLICITATION OF PROXIES IN RESPECT OF THE COMPANY’S ANNUAL
MEETING OF SHAREHOLDERS. INFORMATION REGARDING THE COMPANY’S
DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN THE COMPANY’S ANNUAL REPORT ON
FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 26, 2007, FILED WITH THE SEC ON
DECEMBER 10, 2007, AND AMENDED ON JANUARY 24,
2008. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH
POTENTIAL PARTICIPANTS WILL BE INCLUDED IN THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC WHEN THEY BECOME
AVAILABLE.
SIGNATURES
Pursuant
to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
THE
STEAK N SHAKE
COMPANY
By:
/s/
Alan B.
Gilman
Alan
B.
Gilman,
Chairman,
Interim President and Chief Executive Officer
Dated:
January 31, 2008