|
THE
STEAK N SHAKE COMPANY
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
THE
LION FUND L.P.
BIGLARI
CAPITAL CORP.
WESTERN
SIZZLIN CORP.
WESTERN
ACQUISITIONS L.P.
WESTERN
INVESTMENTS INC.
SARDAR
BIGLARI
PHILIP
L. COOLEY
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
|
|
(3)
|
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):
|
|
|
n
|
“ISS
believes that it may be a deterring factor for any new CEO to join the
company and the board given that there are two former CEOs on the board
(one is currently interim CEO) . . . . Additionally, while the presence of
two former CEOs enhances company and industry specific board experience,
ISS notes that such experience at SNS has not translated into favorable
shareholder return.”
|
|
|
n
|
“With
respect to the incumbent board, ISS notes that Messrs. Gilman and
Williamson are 77 and 76 years old, respectively. In addition,
J. Fred Risk and John W. Ryan, two independent board members, are 79 and
78 years old, respectively . . . . As such four of the nine
board members are above the stipulated age limit as per company’s
corporate governance guidelines.”
|
|
|
n
|
“The
board’s decision to amend the by-law appears to have been a reactive
measure aimed at entrenching the current board and
management.”
|