Prepared and Filed by St Ives Financial

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IW1MNWJBjvRxtj1IptWOj17VKz5pYEbKTgWPYh05TOB7N0DN0Dc5d/UuSAmyp0c+ RfWzmk1n4WyLml8s55kYtg== 0001125282-06-007246.txt : 20061116 0001125282-06-007246.hdr.sgml : 20061116 20061116132649 ACCESSION NUMBER: 0001125282-06-007246 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 GROUP MEMBERS: BARINGTON CAPITAL GROUP, L.P. GROUP MEMBERS: BARINGTON COMPANIES ADVISORS, LLC GROUP MEMBERS: BARINGTON COMPANIES INVESTORS, LLC GROUP MEMBERS: BARINGTON COMPANIES OFFSHORE FUND, LTD. GROUP MEMBERS: BARINGTON INVESTMENTS, L.P. GROUP MEMBERS: BARINGTON OFFSHORE ADVISORS, LLC GROUP MEMBERS: BENCHMARK OPPORTUNITIES FUND PLC GROUP MEMBERS: D.B. ZWIRN & CO., L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. GROUP MEMBERS: DANIEL B. ZWIRN GROUP MEMBERS: DBZ GP, LLC GROUP MEMBERS: JAMES MITAROTONDA GROUP MEMBERS: LNA CAPITAL CORP. GROUP MEMBERS: RJG CAPITAL MANAGEMENT, LLC GROUP MEMBERS: RJG CAPITAL PARTNERS, L.P. GROUP MEMBERS: RONALD GROSS GROUP MEMBERS: ZWIRN HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONE STAR STEAKHOUSE & SALOON INC CENTRAL INDEX KEY: 0000883670 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 481109495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43146 FILM NUMBER: 061222438 BUSINESS ADDRESS: STREET 1: 224 E DOUGLAS STE 700 CITY: WICHITA STATE: KS ZIP: 67202 BUSINESS PHONE: 3162648899 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 b415797_sch13d.htm SCH 13D/A Prepared and Filed by St Ives Financial

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 5

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Lone Star Steakhouse & Saloon, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

542307103

(CUSIP Number)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

November 16, 2006

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: .

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barington Companies Equity Partners, L.P.				13-4088890

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			WC

5	CHECK 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
				515,463

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				515,463

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				515,463

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.40%

14	TYPE OF REPORTING PERSON*
				PN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barington Investments, L.P.				20-2871525

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			WC

5	CHECK 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
				284,887

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				284,887

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				284,887

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.33%

14	TYPE OF REPORTING PERSON*
				PN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barington Companies Advisors, LLC				20-0327470

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				284,887

		8	SHARED VOTING POWER
				515,463

		9	SOLE DISPOSITIVE POWER
				284,887

		10	SHARED DISPOSITIVE POWER
				515,463

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				800,350

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.73%

14	TYPE OF REPORTING PERSON*
				IA, OO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barington Companies Investors, LLC				13-4126527

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				none

		8	SHARED VOTING POWER
				515,463

		9	SOLE DISPOSITIVE POWER
				none

		10	SHARED DISPOSITIVE POWER
				515,463

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				515,463

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.40%

14	TYPE OF REPORTING PERSON*
				OO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barington Companies Offshore Fund, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
				British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				998,565

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				998,565

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				998,565

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.66%

14	TYPE OF REPORTING PERSON*
				CO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Benchmark Opportunitas Fund plc

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
				Ireland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				60,000

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				60,000

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				60,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.28%

14	TYPE OF REPORTING PERSON*
				CO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barington Offshore Advisors, LLC				20-4797640

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				1,058,565

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				1,058,565

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,058,565

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.94%

14	TYPE OF REPORTING PERSON*
				IA, OO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barington Capital Group, L.P.				13-3635132

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
				New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				1,858,915

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				1,858,915

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,858,915

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.67%

14	TYPE OF REPORTING PERSON*
				PN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	LNA Capital Corp.				13-3635168

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				1,858,915

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				1,858,915

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,858,915

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.67%

14	TYPE OF REPORTING PERSON*
				CO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	James Mitarotonda

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
				United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				1,858,915

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				1,858,915

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,858,915

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.67%

14	TYPE OF REPORTING PERSON*
				IN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	RJG Capital Partners, L.P.				20-0133443

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			WC

5	CHECK 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
				3,600

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				3,600

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,600

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.02%

14	TYPE OF REPORTING PERSON*
				PN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	RJG Capital Management, LLC				20-0027325

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				3,600

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				3,600

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,600

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.02%

14	TYPE OF REPORTING PERSON*
				OO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ronald Gross

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
				United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				3,600

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				3,600

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,600

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.02%

14	TYPE OF REPORTING PERSON*
				IN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	D.B. Zwirn Special Opportunities Fund, L.P.				73-1637217

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			WC

5	CHECK 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
				68,916

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				68,916

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				68,916

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.32%

14	TYPE OF REPORTING PERSON*
				PN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	D.B. Zwirn Special Opportunities Fund, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
				Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				131,927

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				131,927

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				131,927

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.62%

14	TYPE OF REPORTING PERSON*
				CO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	D.B. Zwirn & Co., L.P.				02-0597442

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				200,843

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				200,843

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				200,843

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.94%

14	TYPE OF REPORTING PERSON*
				PN

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DBZ GP, LLC				42-1657316

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				200,843

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				200,843

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				200,843

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.94%

14	TYPE OF REPORTING PERSON*
				OO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Zwirn Holdings, LLC				30-0080444

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK 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
				200,843

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				200,843

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				200,843

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.94%

14	TYPE OF REPORTING PERSON*
				OO

SCHEDULE 13D

CUSIP No. 542307103

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Daniel B. Zwirn

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a)
					(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS*			OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
				United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				200,843

		8	SHARED VOTING POWER
				none

		9	SOLE DISPOSITIVE POWER
				200,843

		10	SHARED DISPOSITIVE POWER
				none

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				200,843

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.94%

14	TYPE OF REPORTING PERSON*
				IN

This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 8, 2006, as amended by that Amendment No. 1 filed with the SEC on May 25, 2006, that Amendment No. 2 filed with the SEC on June 20, 2006, that Amendment No. 3 filed with the SEC on August 30, 2006 and that Amendment No. 4 filed with the SEC on November 1, 2006 (together, the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Lone Star Steakhouse & Saloon, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 224 East Douglas Avenue, Suite 700, Wichita, Kansas 67202.

Item 2.

Identity and Background.

The second paragraph of Items 2(a) - (c) of the Statement is hereby amended and restated as follows:

As of November 15, 2006, the Reporting Entities are the beneficial owners of, in the aggregate, 2,063,358 shares of Common Stock, representing approximately 9.63% of the shares of Common Stock presently outstanding.

Item 3.

Source and Amount of Funds or Other Consideration.

The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:

Since November 1, 2006, Benchmark Opportunitas Fund plc purchased an aggregate of 20,000 shares of Common Stock. The amount of funds expended for such purchases was approximately $542,970.

All purchases of Common Stock by the Reporting Entities since the filing of the Statement were made in open market transactions. All transactions effected since the filing of the Statement are described on the Schedule attached hereto. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

On November 16, 2006, James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P. (“BCG”), sent a letter to Fred B. Chaney, Ph.D., Chairman of the Board of Directors of the Company. The letter states that BCG’s financial advisor, Compass Advisers, LLP (“Compass”), has provided BCG with a progress report stating that Compass identified five parties that may be interested in purchasing the Company at a price higher than $27.10 per share if such parties are given the opportunity to review the Company’s non-public information without the requirement of having to first submit an acquisition proposal. BCG also reaffirms in its letter that it intends to vote against the Company’s proposed merger with Lone Star Funds and seek appraisal rights in connection with the transaction. A copy of the letter, including the progress report BCG received from Compass, is attached as Exhibit 99.8 hereto and incorporated herein by reference. The foregoing descriptions of the letter and the progress report are qualified in their entirety by reference to such exhibit.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (b) of the Statement are hereby amended and restated as follows:

(a) As of November 15, 2006, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 515,463 shares of Common Stock, representing approximately 2.40% of the shares of Common Stock presently outstanding based upon the 21,434,908 shares of Common Stock reported by the Company to be issued and outstanding as of October 17, 2006 in its Schedule 14A filed with the Securities and Exchange Commission on October 23, 2006 (the “Issued and Outstanding Shares”).

As of November 15, 2006, Barington Investments, L.P. beneficially owns 284,887 shares of Common Stock, constituting approximately 1.33% of the Issued and Outstanding Shares. As of November 15, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 998,565 shares of Common Stock, constituting approximately 4.66% of the Issued and Outstanding Shares. As of November 15, 2006, Benchmark Opportunitas Fund plc beneficially owns 60,000 shares of Common Stock, constituting approximately 0.28% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 800,350 shares, constituting approximately 3.73% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 2.40% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd. and Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC may be deemed to beneficially own the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 60,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,058,565 shares, constituting approximately 4.94% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 60,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,858,915 shares, constituting approximately 8.67% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 60,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,858,915 shares of Common Stock, constituting approximately 8.67% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 60,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,858,915 shares of Common Stock, constituting approximately 8.67% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 60,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of November 15, 2006, RJG Capital Partners, L.P. beneficially owns 3,600 shares of Common Stock, constituting approximately 0.02% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 3,600 shares owned by RJG Capital Partners, L.P., constituting approximately 0.02% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 3,600 shares owned by RJG Capital Partners, L.P., constituting approximately 0.02% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 3,600 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of November 15, 2006, D.B. Zwirn Special Opportunities Fund, L.P. beneficially owns 68,916 shares of Common Stock, constituting approximately 0.32% of the Issued and Outstanding Shares. As of November 15, 2006, D.B. Zwirn Special Opportunities Fund, Ltd. beneficially owns 131,927 shares of Common Stock, constituting approximately 0.62% of the Issued and Outstanding Shares.

As the manager of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund, Ltd., D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P.

Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

Item 7.

Material to be Filed as Exhibits.

The information contained in Item 7 of the Statement is hereby amended and supplemented as follows:

Exhibit No.		Exhibit Description

99.7		Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn dated November 16, 2006 (which supersedes and replaces the Agreement of Joint Filing previously filed as Exhibit 99.5 to the Schedule 13D filed with the SEC on November 1, 2006).
99.8		Letter from James A. Mitarotonda to Fred B. Chaney, Ph.D. dated November 16, 2006 (including Memorandum from Compass Advisers, LLP to Barington Capital Group, L.P. dated November 14, 2006).

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: November 16, 2006

		BARINGTON COMPANIES EQUITY PARTNERS, L.P.
		By:	Barington Companies Investors, LLC, its general partner

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON INVESTMENTS, L.P.
		By:	Barington Companies Advisors, LLC, its general partner

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON COMPANIES ADVISORS, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON COMPANIES INVESTORS, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON COMPANIES OFFSHORE FUND, LTD.

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	President

		BENCHMARK OPPORTUNITAS FUND PLC
		By:	Barington Offshore Advisors, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Authorized Signatory

		BARINGTON OFFSHORE ADVISORS, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Authorized Signatory

		BARINGTON CAPITAL GROUP, L.P.
		By:	LNA Capital Corp., its general partner

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	President and CEO

		LNA CAPITAL CORP.

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	President and CEO

		/s/ James A. Mitarotonda

		James A. Mitarotonda

		RJG CAPITAL PARTNERS, L.P.
		By:	RJG Capital Management, LLC, its general partner

		By:	/s/ Ronald J. Gross

		Name:	Ronald J. Gross
		Title:	Managing Member

		RJG CAPITAL MANAGEMENT, LLC

		By:	/s/ Ronald J. Gross

		Name:	Ronald J. Gross
		Title:	Managing Member

		/s/ Ronald J. Gross

		Ronald J. Gross

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
		By:	D.B. ZWIRN PARTNERS, LLC,
		its general partner
		By:	ZWIRN HOLDINGS, LLC,
		its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
		By:	D.B. Zwirn & Co., L.P., its manager
		By:	DBZ GP, LLC, its general partner
		By:	Zwirn Holdings, LLC, its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		D.B. ZWIRN & CO., L.P.
		By:	DBZ GP, LLC, its general partner
		By:	Zwirn Holdings, LLC, its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		DBZ GP, LLC
		By:	Zwirn Holdings, LLC, its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		ZWIRN HOLDINGS, LLC

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		/s/ Daniel B. Zwirn

		Daniel B. Zwirn

SCHEDULE

This schedule sets forth information with respect to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in open market transactions.

Shares purchased by Benchmark Opportunitas Fund plc

Date	Number of Shares	Price Per Share		*Cost ()**

11/01/2006	10,000	$	27.1983	$	271,983.00
11/10/2006	10,000	$	27.0987	$	270,987.00

(*)	Excludes commissions and other execution-related costs.

GRAPHIC 2 emptybox.gif GRAPHIC begin 644 emptybox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end GRAPHIC 3 tickedbox.gif GRAPHIC begin 644 tickedbox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_ M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4 J%B/^`1!%XL>('#-EC'BSY,F0(S]& EX-99.7 4 b415797_ex99-7.htm EXHIBIT 99.7 Prepared and Filed by St Ives Financial

EXHIBIT 99.7

Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement of Joint Filing supersedes and replaces the Agreement of Joint Filing dated November 1, 2006.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: November 16, 2006

		BARINGTON COMPANIES EQUITY PARTNERS, L.P.
		By:	Barington Companies Investors, LLC, its general partner

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON INVESTMENTS, L.P.
		By:	Barington Companies Advisors, LLC, its general partner

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON COMPANIES ADVISORS, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON COMPANIES INVESTORS, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON COMPANIES OFFSHORE FUND, LTD.

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	President

		BENCHMARK OPPORTUNITAS FUND PLC
		By:	Barington Offshore Advisors, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Authorized Signatory

		BARINGTON OFFSHORE ADVISORS, LLC

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Authorized Signatory

		BARINGTON CAPITAL GROUP, L.P.
		By:	LNA Capital Corp., its general partner

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	President and CEO

		LNA CAPITAL CORP.

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	President and CEO

		/s/ James A. Mitarotonda

		James A. Mitarotonda

		RJG CAPITAL PARTNERS, L.P.
		By:	RJG Capital Management, LLC, its general partner

		By:	/s/ Ronald J. Gross

		Name:	Ronald J. Gross
		Title:	Managing Member

		RJG CAPITAL MANAGEMENT, LLC

		By:	/s/ Ronald J. Gross

		Name:	Ronald J. Gross
		Title:	Managing Member

		/s/ Ronald J. Gross

		Ronald J. Gross

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
		By:	D.B. ZWIRN PARTNERS, LLC,
		its general partner
		By:	ZWIRN HOLDINGS, LLC,
		its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
		By:	D.B. Zwirn & Co., L.P., its manager
		By:	DBZ GP, LLC, its general partner
		By:	Zwirn Holdings, LLC, its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		D.B. ZWIRN & CO., L.P.
		By:	DBZ GP, LLC, its general partner
		By:	Zwirn Holdings, LLC, its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		DBZ GP, LLC
		By:	Zwirn Holdings, LLC, its managing member

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		ZWIRN HOLDINGS, LLC

		By:	/s/ Daniel B. Zwirn

		Name:	Daniel B. Zwirn
		Title:	Managing Member

		/s/ Daniel B. Zwirn

		Daniel B. Zwirn

EX-99.8 5 b415797_ex99-8.htm EXHIBIT 99.8 Prepared and Filed by St Ives Financial

EXHIBIT 99.8

Barington Capital Group, L.P.

888 Seventh Avenue

New York, New York 10019

November 16, 2006

Fred B. Chaney, Ph.D.

Chairman of the Board of Directors

Lone Star Steakhouse & Saloon, Inc.

224 East Douglas, Suite 700

Wichita, Kansas 67202

Dear Dr. Chaney:

We engaged Compass Advisers, LLP (“Compass”) as a financial advisor to, among other things, determine the interest of third parties in acquiring Lone Star Steakhouse & Saloon, Inc. (the “Company”) for consideration in excess of that being offered by Lone Star Funds. I have enclosed for your reference a copy of a progress report we recently received from Compass informing us that they identified five parties that may be interested in purchasing the Company at a price higher than $27.10 per share if such parties are given the opportunity to review the Company’s non-public information without the requirement of having to first submit an acquisition proposal.

Unfortunately, Compass has been informed by the Company’s investment banker and legal counsel that the merger agreement prohibits the Company from disclosing non-public information unless certain procedures are met, which include the submission of a bona fide written acquisition proposal (based solely upon publicly-available information) and the determination by the Board, after consultation with its outside legal counsel, that it is necessary to provide non-public information in order to comply with its fiduciary duties under applicable law. The parties Compass identified, however, have stated that in order to make a truly bona fide acquisition proposal they first need access to such non-public information in order to confirm their interest in the Company and the consideration they are willing to pay.

The findings of Compass support our view that the procedures provided for in the merger agreement to permit parties to make competing proposals for the Company are an ineffective means of obtaining a “market check” of the Lone Star Funds deal. We have been informed that from the point of view of a potential purchaser with limited time, resources and personnel, the procedures are impractical, encouraging them to look for deals elsewhere.

Furthermore, the ability of Compass to identify a handful of parties potentially interested in acquiring the Company at a price higher than $27.10 per share causes us to question the wisdom of the decision to only conduct a “targeted market check” of six potential purchasers rather than a more thorough assessment of interest from a broad range of potential purchasers.

Finally, despite the implications in your November 7th letter to stockholders to the contrary, it is our belief that the effectiveness of the Board’s limited marketing effort was significantly hindered by the fact that it was only kept open for less than a month’s time and terminated mid-process, as is documented on pages 21-22 of the Proxy Statement. We therefore disagree with the conclusion drawn by the Company’s investment banker (and presumably agreed to by the Board) that “a broader process involving more potential private equity buyers would not result in a superior offer” which it based on the negative responses received from the six parties who briefly participated in the Board’s so-called “market check.”

We are disappointed with the sale process conducted by the Board and stand resolved in our belief that the merger consideration being offered by Lone Star Funds fails to provide adequate value to the Company’s stockholders. In light of the foregoing, we intend to vote against the merger and seek appraisal rights in connection with the transaction.

Sincerely,

/s/ James A. Mitarotonda

James A. Mitarotonda

Enclosure

MEMORANDUM

TO:	Barington Capital Group, L.P.

FROM:	Compass Advisers, LLP

DATE:	November 14, 2006

SUBJECT:	Lone Star Steakhouse & Saloon - Progress Report

As you know, Compass Advisers, LLP (“Compass”) has been engaged as a financial advisor by Barington Capital Group, L.P. (“Barington”) in connection with its investment in Lone Star Steakhouse & Saloon, Inc. (the “Company”). In connection with the engagement, we contacted over twenty potential purchasers to inquire as to their interest in acquiring the Company for consideration higher than $27.10 per share (the merger consideration Lone Star Funds is prepared to pay to acquire the Company). This memorandum summarizes the status of our inquiry.

Five of the parties contacted expressed potential interest in purchasing the Company at a price higher than $27.10 per share. Each of these parties indicated that it was not one of the six parties that had previously participated in the sale process for the Company. However, each stated that it does not submit offers to acquire public companies casually and as a result of the financial and other resources required to be dedicated in order to formulate a thoughtful offer for the Company, it would not proceed without first gaining access to non-public information concerning the Company in order to confirm its interest in purchasing the Company, particularly in light of the uncertainty of success arising from the favored position of Lone Star Funds and its ability to top any new offer made for the Company.

As such, we contacted the Company’s investment banker at North Point Advisors LLC (“North Point Advisors”) and the Company’s legal counsel at Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan Grundman”) to determine whether an inquiry by credible parties, such as the potential purchasers we had identified, would be sufficient for them to gain access to non-public information concerning the Company.

Initial Telephone Call with North Point Advisors

On October 3, 2006 we spoke with the Company’s investment banker at North Point Advisors. We told him that we were aware of various parties who were interested in obtaining non-public information concerning the Company. His comments included the following:

•

They are “happy” to discuss the possibility of another buyer being interested in purchasing the Company and have had a number of inquiries regarding buying the Company after the public announcement of the Lone Star Funds transaction.

•

His understanding (based on prior conversations with counsel) was that the Company can share non-public information with anyone who makes an actual offer, provided that the Board of Directors of the Company needs to determine that the offer is bona fide in order to provide such information.

•

We asked him whether a credible potential purchaser could obtain the non-public information pursuant to an inquiry (but not a formal written offer) in order to confirm possible interest based on its prior review of public information, as the definition of “Company Takeover Proposal” contained in the merger agreement includes “any inquiry, proposal or offer from any person (emphasis added).” He said that is not the process. To be sure, he said he would check again with the Company’s legal counsel (Olshan Grundman) and respond to us with direction.

•

He acknowledged that the Company and its representatives did not conduct a full, extensive process for marketing the Company, but rather conducted a more limited “market check.”

•

We told him that we believed that the process to obtain non-public information concerning the Company and the “no shop” provision contained in the merger agreement were “chilling the process” for obtaining more value for the Company’s shareholders, as we perceived that a significant number of parties that were not contacted during the initial marketing process were likely interested in exploring the acquisition of the Company but for the requirement that a bona fide offer first be submitted before a party can gain access to non-public information.

Second Telephone Call with North Point Advisors

We did not hear back from the investment banker at North Point Advisors within a few days of our first conversation on October 3, 2006. As such, we placed several calls to him, finally reaching him on October 13, 2006.

•

He informed us that, according to the Company’s legal counsel, an “inquiry” alone is not sufficient to obtain non-public information concerning the Company. He was informed by counsel that there must be an actual offer from a bona fide buyer in order for the Board to sign off on providing non-public information to a third party as being consistent with the Board’s fiduciary responsibility.

•

He said that we can call the Company’s legal counsel directly with further questions.

Telephone Call with Olshan Grundman

On October 16, 2006, we spoke with the Company’s legal counsel at Olshan Grundman. We told him that we had spoken with the Company’s investment banker at North Point Advisors who referred us to him regarding the standard for obtaining non-public information concerning the Company.

•

He informed us that an “inquiry alone,” even by a credible potential purchaser, is not good enough to obtain non-public information concerning the Company, even if the party is willing to sign a confidentiality agreement.

•

He said that the merger agreement requires that an interested party must deliver a bona fide proposal to buy the Company in order for the Board to consider releasing the non-public information and the Board must determine in its fiduciary responsibility that they are required to provide the non-public information subject to a confidentiality agreement.

Conclusion

As a result of the feedback we received from the Company’s investment banker and legal counsel, none of the parties we contacted are prepared to move ahead. It is our view that the process to obtain non-public information (as well as the size of the break-up fee) undermines the ability to obtain further competing offers to purchase the Company.

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