SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1 )
Filed by the Registrant []
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LONE STAR STEAKHOUSE & SALOON, INC.
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(Name of Registrant as Specified In Its Charter)
GUY W. ADAMS
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): NONE
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
NONE
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[_] Fee paid previously with preliminary materials.
[_] 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.
(1) Amount Previously Paid:
None
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
Guy W. Adams
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(4) Date Filed:
March 8,01
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Item 1. Date, Time and Place Information
(a) Date, Time and Place of Meeting
On or about June 9, 2001, or on such other date, and at such place
and time as is fixed by Lone Star Steakhouse & Saloon, Inc.
(the "Company").
Principal Executive Offices of the Registrant
Guy W. Adams
550 South Hope Street, Suite 1825
Los Angeles, California 90071
Telephone: (626) 445-8017
(b) Approximate date on which the Proxy Statement and form of Proxy is
to be given to security holders:
On or about March 15, 2001.
(c) (1) Deadline for submitting shareholder proposals and form of
Proxy for the Registrant's Next Annual Meeting:
December 21, 2000
(2) Date after which notice of a shareholder's proposal submitted
after December 21, 2000 is considered untimely:
March 15, 2001
Item 2. Revocability of Proxy
Any Proxy executed and returned by a stockholder to Guy W. Adams may
be revoked at any time thereafter if written notice of revocation
is given to Guy W. Adams, prior to the vote taken at the meeting.
Any Proxy, executed and returned by a stockholder to Guy W. Adams
may also be revoked by execution of a subsequent proxy which is
presented to the meeting. Any Proxy executed and returned by a
stockholder to Guy W. Adams may also be revoked by the stockholder
attending the meeting and voting by ballot, except as to matters
upon which a vote shall have been cast pursuant to the authority
conferred by such Proxy prior to such attendance and voting by
such stockholder.
Item 3. Dissenters Right of Appraisal
Not Applicable.
Item 4. Persons Making the Solicitation
This solicitation is made by Guy W. Adams. Guy W. Adams has
consented to be named in the Company's Proxy Statement, and
has agreed to serve if elected.
Solicitations will be made by use of the mails and by informal meetings
with one or more stockholders.
The cost of this solicitation will be borne by Guy W. Adams. Mr. Adams
has spent $5,000 to date, and estimates that total expenditures will equal
approximately $30,000.
If Mr. Adams is successful in this solicitation, he will seek reimbursement
from the Company for the costs of solicitation, and does not expect that
the issue of reimbursement will be submitted to a vote of stockholders.
Item 5. Interest of Certain Persons in Matters to be Acted Upon
Guy W. Adams currently owns 1100 Shares of the Company's outstanding
Common Stock, of which 1000 are own in his IRA Account and 100 are owned
personally in his individual name. According to the Company's
last proxy filed May 25, 2000, the Board is composed of five (5)
Directors divided into three (3) staggered classes, each class
expiring after a three (3) year term. For the class expiring in
2001, only one Director position is shown expiring, which is
currently held by Jamie B. Coulter. Mr. Adams is seeking to
have himself fill one seat up for re-election for the class
expiring 2001 on the Company's Board of Directors. If successful
Mr. Adams will become a member of the Company's Board of Directors
with a term which expires in 2004.
Mr. Adams is advised that the Company's Directors receive an annual fee of
$5,000, and a fee of $1,250 for each Board of Directors' meeting attended
and are reimbursed for their expenses. Directors are also entitled to
receive grants of options under the Company's 1992 Directors Stock Option
Plan. Generally, upon election to the Board, each director who is not an
executive officer is granted a one-time stock option to acquire 40,000
shares of Common Stock and receives an annual option grant upon the
anniversary date of 6,800 shares. The exercise price for such shares is
equal to the closing sale price of the Common Stock as reported on NASDAQ
on the date of grant.
Except for the above, Mr. Adams has no substantial interest, direct or
indirect, by security holdings or otherwise, in the matter to be acted upon
for which proxies are solicited.
Guy W. Adams' business address is as follows:
500 South Hope Street, Suite 1825
Los Angeles, California 90071
Guy W. Adams' present principal occupation and the name, principal
business and address of the corporation in which such employment is carried
on, is as follows:
Business Consultant
GWA Capital
550 South Hope Street, Suite 1825
Los Angeles, California 90071
Guy W. Adams beneficially owns 1100 Shares of the Company's Common Stock
directly. Mr. Adams owns no other shares of the Company's Common Stock,
neither directly nor indirectly, neither beneficially nor nonbeneficially.
Set out below is information with respect to all securities of the Company
purchased or sold by Guy W. Adams within the past two years:
Date Purchased or Sold Shares Purchased Shares Sold
February 21, 2001 100
February 13, 2001 500*
February 6, 2001 500*
April 28, 2000 1000
March 10, 2000 4000 (Optioned)
February 29, 2000 1000
February 23, 2000 4000 (Optioned)
*Held in Mr. Adams' IRA
None of the funds used to purchase the aforesaid securities of the Company
were borrowed funds. Guy W. Adams is currently not, nor has he ever been,
a party to any contract, arrangement or understanding with any person with
respect to any securities of the Company, including, but not limited to
joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or
the giving or withholding of proxies.
Guy W. Adams has had no transactions of any nature with the Company or any
of its subsidiaries. Guy W. Adams has no arrangement or understanding
with any person with respect to any future employment by the Company or
its affiliates or with respect to any future transactions to which the
Company or any of its affiliates will or may be a party.
Item 6. Voting Securities and Principal Holders Thereof
The Company reported in its 2000 Proxy Statement dated June 9, 2000,
that it had 26,354,322 shares of Common Stock outstanding, each of which
was entitled to one vote on all matters to come before the stockholders.
The record date for the Company's year 2001 Annual Shareholders' Meeting
is not known at this time by Mr. Adams, but has been projected to be on or
about April 14, 2001, which corresponds to the record date for the 2000
Annual Shareholders' Meeting.
Mr. Adams does not have current information as to the security ownership
of management or of beneficial ownership of the Company's stock who own
more than 5% of the Company's outstanding common stock, except that Chilton
Investment Co., Inc. has reported publicly that it owns 5% or more.
Item 7. Directors & Executive Officers
Guy W. Adams is nominating himself as a candidate to be elected to
fill one seat on the Company's Board of Directors which comes up for
election at the Company's next Annual (or Special) Stockholders'
Meeting.
Mr. Adams is President and Owner of GWA Capital (1996 to present),
a Sole Proprietorship, investing his own capital in public and
private equity transactions. Mr. Adams also consults with entities
seeking to refinance or recapitalize. Previously, Mr. Adams
served as an Investment Manager and Financial Advisor to Pacific
Theatres Corporation and its affiliates (1989 - 1995) investing
in public and private equity transactions. Mr. Adams had
investment authority over funds in excess of ten million dollars.
The Corporation is privately owned by the Forman family
(formerly, Forbes: 400 Richest People in America). He is a
raduate of Louisiana State University, Bachelor of Science
in Engineering, 1974 and Harvard Graduate School of Business
Masters of Business Administration, 1984
Mr. Adams is not a party to any material proceeding adverse to
the Company,or any subsidiary or affiliation, nor does he have
any interest, material or otherwise, advice to the Company.
Mr. Adams has not engaged in any transactions of any kind with
the Company or its subsidiaries.
Item 8. Compensation of Directors and Executive Officers
Mr. Adams has no information as to compensation
paid by the Company to its officers and directors
except for the information set forth in the
Company's Definitive Proxy Statement filed under
the Securities Exchange Act of 1934, under date of
May 25, 2000, and by this reference hereby
incorporated herein. According to information
discussed in the Proxy Statement, Mr. Adams'
understanding of executive officer compensation
in general is that Jamie B. Coulter and John D.
White receive an annual salary of $750,000 and
$600,000, respectively.
Item 9. Not Applicable.
Item 10. Not Applicable
Item 11. Not Applicable
Item 12. Not Applicable
Item 13. Not Applicable
Item 14. Not Applicable
Item 15. Not Applicable
Item 16. Not Applicable
Item 17. Not Applicable.
Item 18. Not Applicable
Item 19. Not Applicable
Item 20. Voting Procedures
According to the Company's Proxy Statement for its 2000 Annual
Meeting of Shareholders, the following voting procedures apply:
Only stockholders of record at the close of business on the record
date (the "Record Date") for the Meeting, will be entitled to notice
of, and to vote at, the Meeting and any adjournments thereof. Each
outstanding share of Common Stock is entitled to one vote. Mr. Adams
does not know if there are other classes of voting securities of the
Company outstanding. A majority of the outstanding shares of Common
Stock present in person or by proxy is required for a quorum. A
pulrality of the votes properly cast at a meeting duly called and
notified, at which a quorum is present, is required to elect a
Director.
Shares of Common Stock represented by Proxies, which are properly
executed, duly returned and not revoked, will be voted in accordance
with the instructions contained therein. If no specification is
indicated on the Proxy, the shares of Common Stock represented thereby
will be voted for the election as Directors of the persons who have
been nominated by the Board of Directors. The execution of a Proxy
will in no way affect a stockholder's right to attend the meeting and
vote in person. Any Proxy executed and returned by a stockholder may
be revoked at any time thereafter if written notice of revocation is
given to the Secretary of the Company prior to the vote to be taken at
the Meeting, or by execution of a subsequent proxy which is presented
to the Meeting, or if the stockholder attends the Meeting and votes by
ballot, except as to any matters upon which a vote shall have been
cast pursuant to the authority conferred by such Proxy prior to such
revocation. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-voters"
(i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect
to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted.
Respectfully submitted,
/s/ Guy W. Adams
Guy W. Adams
Date: February 22, 2001
FORM OF PROXY
LONE STAR STEAKHOUSE & SALOON, INC.
PROXY SOLICITED ON BEHALF OF GUY W. ADAMS FOR
NEXT ANNUAL (OR SPECIAL) MEETING OF SHAREHOLDERS
The undersigned hereby constitutes and appoints GUY W.
ADAMS with full power of substitution, his (her/its) attorney
and proxy to the undersigned to represent the undersigned and
vote all shares of Lone Star Steakhouse & Saloon, Inc.'s
(the "Company") Common Stock which the undersigned would
be entitled to vote if personally present at the next Annual
(or Special) Meeting of Shareholders, to be held on such date,
and at such place and time as the Company determines, and at any
postponement or adjournment thereof, in the following manner:
PROPOSAL 1. ELECTION OF DIRECTOR WITH A TERM EXPIRING IN 2004
FOR the nominee listed AGAINST ABSTAIN
below (except as marked the nominee from vote
to the contrary below) listed below
[ ] Guy W. Adams [ ] Guy W. Adams [ ]
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space provided below)
(INSTRUCTION: To grant authority to vote for
any other individual nominee not listed above, write
that nominee's name in the space provided below)
Please sign exactly as name appears below. When shares are
held in joint account, each owner should sign. When signing
as attorney, trustee, executor, etc., so indicate. If a
corporation, please sign full corporate name by authorized
officer. If a partnership, sign in full the partnership name
by the authorized person.
Date: , 2001
Signed:
Number of
Shares Held Signed:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLYUSING THE ENCLOSED ENVELOPE
to:
Guy W. Adams
550 South Hope Street, Suite 1825
Los Angeles, California 90071