-----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, BGkTMwepJEzrZejVzHGUuyNBaqIgPhFywZY0G/Fxnud2n2xJsND57hM9qVMyXFTk bTroQL22OeXwEkh3d0Bi9g== 0000898432-05-000638.txt : 20050808 0000898432-05-000638.hdr.sgml : 20050808 20050808165706 ACCESSION NUMBER: 0000898432-05-000638 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEDAGHAT SHAWN CENTRAL INDEX KEY: 0001321614 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 310-205-9038 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BOULEVARD STREET 2: SUITE 1110 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN SIZZLIN CORP CENTRAL INDEX KEY: 0000930686 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 860723400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54359 FILM NUMBER: 051006495 BUSINESS ADDRESS: STREET 1: 317 KIMBALL AVENUE NW CITY: ROANOKE STATE: VA ZIP: 24016 BUSINESS PHONE: 5403453195 MAIL ADDRESS: STREET 1: 317 KIMBALL AVENUE NW CITY: ROANOKE STATE: VA ZIP: 24016 FORMER COMPANY: FORMER CONFORMED NAME: AUSTINS STEAKS & SALOON INC DATE OF NAME CHANGE: 19940929 SC 13D/A 1 sc13d_a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) Amendment No. 5 Western Sizzlin Corporation ------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share ---------------------------------------- (Title of Class of Securities) 959542101 ----------------------------- (CUSIP Number) Shawn Sedaghat 9701 Wilshire Blvd. #1110, Beverly Hill, CA 90201 (310)205-9038 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 5, 2005 ----------------------------- (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box / /. (Continued on following pages) (Page 1 of 6 Pages) CUSIP NO. 959542101 Page 2 of 6 --------- 1 NAME OF REPORTING PERSON Shawn Sedaghat 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH 7 SOLE VOTING POWER 1,567,500 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,567,500 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,567,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.16% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 959542101 Page 3 of 6 --------- 1 NAME OF REPORTING PERSON Jonathan Dash 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH 7 SOLE VOTING POWER 12,500 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 12,500 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 .10% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 959542101 Page 4 of 6 --------- AMENDMENT NO. 5 TO SCHEDULE 13D This Amendment No. 5, dated August 5, 2005, to Schedule 13D is filed by the Reporting Persons and amends Schedule 13D as previously filed by the Reporting Person with the Securities and Exchange Commission on July 22, 2005, April 4, 2005, as Amended on April 25, 2005 and April 28, 2005 and May 18, 2005 (the "Schedule 13D"), relating to the common stock, $.01 par value (the "Shares") of Western Sizzlin Corporation, a Delaware corporation. Items 2 and 3 and 5 and 6 of the Schedule 13D are hereby amended and restated as follows: ITEM 2. IDENTITY AND BACKGROUND Set forth below is the following information with respect to the filing on this Schedule 13D: (a) name: (b) business address; (c) principal occupation and name, business and address of employer; (d) information concerning criminal convictions during the last five years; (e) information concerning civil or administrative proceedings under state or federal securities laws during the past five years with respect to any state or federal securities laws; and (f) citizenship. (a) Shawn Sedaghat ("Sedaghat") and Jonathan Dash ("Dash") collectively "Reporting Persons." (b) The address of the principal business office of Sedaghat is 9701 Wilshire Blvd., Suite 1110, Beverly Hills, CA 90212. The address and principal business office of Dash is 183 Rodeo Drive, Beverly Hills, CA 90212. (c) Sedaghat's corporation is PKG Group LLC whose principal business is cosmetics and packaging distribution. Dash's firm is Dash Acquisitions LLC whose principal business is investment advisory services. (d) During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (e) During five years prior to the date hereof, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any of the foregoing was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. (f) Each of Sedaghat and Dash is a United States Citizen. CUSIP NO. 959542101 Page 5 of 6 --------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of July 22, 2005, Sedaghat has invested $1,220,450 in the Shares of the Issuer using his personal funds. As of August 4, 2005 Dash has invested $10,050 in the Shares of Issuer using his personal funds. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As the holder of sole voting and investment authority over the Shares owned by Sedaghat, Sedaghat may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 1,567,500 Shares representing approximately 13.16% of the outstanding shares (based upon 11,908,571 shares outstanding as of May 16, 2005, as reported on the latest 10-Q of the Issuer ) As the holder of sole voting and investment authority over the Shares owned by Dash, Dash may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 12,500 Shares representing approximately 0.10% of the outstanding shares (based upon 11,908,571 shares outstanding as of May 16, 2005, as reported on the latest 10-Q of the Issuer ) The Reporting Persons effected transaction in the Shares during the past 60 days as set forth below: Sedaghat: 7/22/05 Open Market Purchase 125,000 $0.83 Dash: 8/4/05 Open Market Purchase 5,000 $.085 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information provided in Item 4 is incorporated by reference. Dash is the brother-in-law of Sedaghat. On August 5, 2005 Dash and Sedaghat formed a "group" for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Dash is an investment advisor whose clients own an aggregate of 265,819 Shares of the Issuer ("Client Shares') representing approximately 2.23% of the outstanding shares (based upon 11,908,571 shares outstanding as of May 16, 2005, as reported on the latest 10-Q of the Issuer ). Dash disclaims any voting power or beneficiary interests in the Client Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable CUSIP NO. 959542101 Page 6 of 6 --------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. DATED: August 5, 2005 By: /S/ SHAWN SEDAGHAT ------------------------ Shawn Sedaghat By: /S/ JONATHAN DASH ----------------------- Jonathan Dash -----END PRIVACY-ENHANCED MESSAGE-----