-----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, JWAOyMDLjr9bKjG8Pd/QluxHnTW5eGY/7+g8xV7wGMikoUgpp3PjIZkUVdxbRG1A 0k42EiaZR4knoqLTOVmF8A== 0000912057-02-034562.txt : 20020904 0000912057-02-034562.hdr.sgml : 20020904 20020904172816 ACCESSION NUMBER: 0000912057-02-034562 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020904 GROUP MEMBERS: CHARLES W. MANTOOTH GROUP MEMBERS: G. THOMAS CLIETT GROUP MEMBERS: THOMAS M. HONTZAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUSTINS STEAKS & SALOON INC 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: 005-48182 FILM NUMBER: 02756871 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENE TITUS CENTRAL INDEX KEY: 0001090886 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2109 WINDERMERE LN CITY: SHELBY STATE: NC ZIP: 28150 MAIL ADDRESS: STREET 1: 2109 WINDERMERE LN CITY: SHELBY STATE: NC ZIP: 28150 SC 13D/A 1 a2088740zsc13da.htm SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)

AUSTINS STEAKS & SALOON, INC.

(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE PER SHARE

(Title of Class of Securities)

052482205

(CUSIP Number)


Titus W. Greene 2109 Windermere Lane Shelby, NC 28150 Telephone: 704-481-8800	Thomas M. Hontzas 3853 Sleepy Hollow Jackson, MS 39211 Telephone: 601-981-1130	Charles W. Mantooth 147 Walden Court Danville, VA 24541 Telephone: 434-792-4000	G. Thomas Cliett 933 Mashie Lane Rocky Mount, NC 27804 Telephone: 252-446-9750

(Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications)

Copy to:
Charles R. Monroe, Jr., Esq.
Hunton & Williams
Bank of America Plaza, Suite 3500
101 South Tryon Street
Charlotte, North Carolina 28280

August 30, 2002

(Date of Event Which Requires Filing of This Statement)

If any 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), 13d-1(f) or
or 13d-1(g), check the following box ý.

CUSIP No. 052482205

13D

Page 2 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Titus W. Greene


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


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


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 2,000,000*


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 2,000,000*


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000*


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


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4%


14.	TYPE OF REPORTING PERSON IN

*: Of these 2,000,000 shares, 1,434,500 shares are held in the name of Titus Greene & Co. Ltd. Partnership (the "Partnership"), of which Mr. Greene is the sole General Partner. Mr. Greene has sole voting and dispositive power over the shares held by the Partnership.

CUSIP No. 052482205

13D

Page 3 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) G. Thomas Cliett


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


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


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 416,036


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 416,036


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 416,036


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


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%


14.	TYPE OF REPORTING PERSON IN

CUSIP No. 052482205

13D

Page 4 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles W. Mantooth


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


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


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 335,000


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 335,000


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,000


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


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%


14.	TYPE OF REPORTING PERSON IN

CUSIP No. 052482205

13D

Page 5 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas M. Hontzas


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


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


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 125,152


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 125,152


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,152


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


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%


14.	TYPE OF REPORTING PERSON IN

This Amendment No. 2 ("Amendment") amends and supplements the original Statement on Schedule 13D filed jointly on July 25, 2002, as amended by Amendment No. 1 filed jointly on August 7, 2002 (the "Original Schedule 13D"), by Titus W. Greene ("Mr. Greene"), Thomas M. Hontzas ("Mr. Hontzas"), G. Thomas Cliett ("Mr. Cliett") and Charles W. Mantooth ("Mr. Mantooth" and together with Messrs. Greene, Hontzas and Cliett, the "Reporting Persons") to report the beneficial ownership of shares of common stock, $.01 par value per share (the "Common Stock"), of Austins Steaks & Saloon, Inc., a Delaware corporation (the "Issuer"). Collectively, the Reporting Persons beneficially own 2,876,188 shares of Common Stock, representing 23.6% of the outstanding shares of the Issuer.

The Reporting Persons are filing this Amendment to update certain information with respect to the Reporting Persons' purposes and intentions as reported in the Original Schedule 13D. Unless otherwise stated, the information set forth in the Original Schedule 13D remains accurate in all material respects.

Each Reporting Person expressly disclaims beneficial ownership of any shares other than the shares owned of record by the Reporting Person except as follows: Mr. Hontzas is the beneficial owner of 109,376 shares held in street name on his behalf and Mr. Mantooth is the beneficial owner of 335,000 shares held in street name on his behalf. The filing of this statement shall not be deemed to be an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement other than the shares owned of record by the Reporting Person, except that Mr. Hontzas is the beneficial owner of the 109,376 shares held in street name on his behalf and Mr. Mantooth is the beneficial owner of the 335,000 shares held in street name on his behalf.

Unless otherwise indicated, the responses to each item below are applicable to and incorporated by reference into the response of each Reporting Person.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On August 30, 2002, the Reporting Persons filed an amended preliminary consent solicitation statement (the "Consent Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation by the Reporting Persons seeking (i) the removal of the following members of the Issuer's Board of Directors: J. Carlson Quarles, Victor F. Foti, J. Alan Cowart, A. Jones Yorke, Ronald G. Stancill and Stanley J. Bozeman, Jr. and any other person elected or appointed to the Issuer's Board of Directors prior to the effective date of the proposals included in the Consent Statement (collectively, the "Removed Directors"), (ii) the election of the following persons to the Issuer's Board of Directors: Thomas M. Hontzas, Charles W. Mantooth, Pat Vezertzis, Jesse M. Harrington, III, Charles H. Wright and Titus W. Greene (the "Nominees"), and (iii) to repeal any amendment to the Issuer's bylaws adopted by the current Board of Directors between July 17, 2002 and the effective date of the proposals. Proposals (i) and (ii) above must both be approved for either of them to be effective. The Consent Statement also indicates that the Nominees expect to replace some or all of the Company's senior management in the event that proposals (i) and (ii) are approved.

Each of the Reporting Persons and each Nominee that owns common stock of the Issuer has indicated his intent to consent to each proposal contained in the Consent Statement. Since the proposals for which the Reporting Persons are seeking consents have changed, Mr. Cliett withdrew a written consent previously delivered to the Issuer by Mr. Cliett on August 7, 2002 with respect to 362,000 of the 416,036 shares he beneficially owns.

A copy of the amended preliminary consent solicitation statement filed with the SEC is incorporated herein by reference as Exhibit 99.2(b) hereto. The Reporting Persons may take any other action legally permitted in furtherance of these proposals.

There is no assurance that the Reporting Persons will be successful in enhancing stockholder value in the event that they are able to replace the Removed Directors with the Nominees. In the event that the Reporting Persons are successful in replacing the Removed Directors with the Nominees, they intend to seek reimbursement from the Issuer of their costs, including legal fees and related expenses.

The consummation of any transaction could result in a change in control of the Issuer.

On each of August 8 and 19, 2002, Mr. Cliett sent a letter addressed to the President and Chief Executive Officer, the Chairman of the Board and the Vice President, Chief Financial Officer and Secretary of the Issuer, supplementing his August 7, 2002 letter, notifying them that he was exercising his right under Section 220 of the General Corporation Law of the State of Delaware (the "DGCL") to review and make copies of certain books and records of the Issuer, including the Issuer's stockholder lists. Copies of these letters are attached hereto as Exhibits 99.4(a) and 99.4(b), each of which is incorporated herein by reference.

By letter dated August 22, 2002, pursuant to Section 211 of the DGCL and Section 2.02 ("Section 2.02") of the Restated Bylaws of the Issuer, the Reporting Persons requested that the President of the Issuer call a special meeting of the stockholders of the Issuer to be held Thursday, October 10, 2002, at the offices of the Issuer in Roanoke, Virginia (the "Special Meeting"). The letter also requested that the Issuer establish September 5, 2002 as the record date for the Special Meeting. As of the date hereof, no such Special Meeting has been called or record date set. A copy of such letter is attached hereto as Exhibit 99.5, which is incorporated herein by reference.

The Issuer sued the Reporting Persons on August 12, 2002 seeking, among other things, a permanent injunction to stop their solicitation of stockholder consents. After initially granting a temporary restraining order against the Reporting Persons, the court dissolved the temporary restraining order and rejected the Issuer's request for a preliminary injunction on August 16, 2002. The Issuer is continuing to spend stockholder money to pursue this litigation. In addition to the Issuer's suit, the President and Chief Executive Officer, Mr. Victor F. Foti, has sued Mr. Greene personally over conversations Mr. Greene had with another stockholder. The Reporting Persons will continue to fight this litigation and may, where appropriate, initiate their own litigation against the Company, its Board of Directors (individually and collectively) and its senior management, including a derivative action on behalf of stockholders.

Other than as described above and as previously described in the Original Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in (although they reserve the right to develop such plans or proposals) any transaction, change or event specified in Item 4 of the form of Schedule 13D.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits hereto and are incorporated herein by reference:

Exhibit No.		Exhibit Description
99.1*		Joint Filing Agreement dated July 24, 2002 among and between the Reporting Persons.
99.2(a)**		Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, as filed with the Securities and Exchange Commission.
99.2(b)***		Amendment No. 1 to Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 30, 2002, as filed with the Securities and Exchange Commission.
99.3****		Letter from G. Thomas Cliett, dated August 7, 2002, regarding the demand for inspection of certain books and records of the Issuer, including the stockholders list.
99.4(a)		Supplemental letter from G. Thomas Cliett, dated August 8, 2002, regarding the demand for inspection of certain books and records of the Issuer. (filed herewith)
99.4(b)		Supplemental letter from G. Thomas Cliett, dated August 19, 2002, regarding the demand for inspection of certain books and records of the Issuer. (filed herewith)
99.5		Letter from the Reporting Persons, dated August 22, 2002, regarding the demand for a special meeting of stockholders and revocation of G. Thomas Cliett's written consent executed on August 5, 2002. (filed herewith)


*		Previously filed as Exhibit 99.1 to the Original Schedule 13D filed July 25, 2002.
**		Previously filed as Exhibit 99.2 to Amendment No. 1 to the Schedule 13D filed on August 7, 2002. Incorporated herein by reference to Amendment No. 1 to the Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, filed with the Securities and Exchange Commission on August 6, 2002.
***		Incorporated herein by reference to the Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 30, 2002, filed with the Securities and Exchange Commission on August 30, 2002.
****		Previously filed as Exhibit 99.3 to the Amendment No. 1 to the Schedule 13D filed August 7, 2002.

SIGNATURES

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

Date: September 4, 2002		/s/ Titus W. Greene Titus W. Greene
Date: September 4, 2002		/s/ G. Thomas Cliett G. Thomas Cliett
Date: September 4, 2002		/s/ Charles W. Mantooth Charles W. Mantooth
Date: September 4, 2002		/s/ Thomas M. Hontzas Thomas M. Hontzas

EXHIBIT INDEX

Exhibit No.		Exhibit Description
99.1*		Joint Filing Agreement dated July 24, 2002 among and between the Reporting Persons.
99.2(a)**		Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, as filed with the Securities and Exchange Commission.
99.2(b)***		Amendment No. 1 to Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 30, 2002, as filed with the Securities and Exchange Commission.
99.3****		Letter from G. Thomas Cliett, dated August 7, 2002, regarding the demand for inspection of certain books and records of the Issuer, including the stockholders list.
99.4(a)		Supplemental letter from G. Thomas Cliett, dated August 8, 2002, regarding the demand for inspection of certain books and records of the Issuer. (filed herewith)
99.4(b)		Supplemental letter from G. Thomas Cliett, dated August 19, 2002, regarding the demand for inspection of certain books and records of the Issuer. (filed herewith)
99.5		Letter from the Reporting Persons, dated August 22, 2002, regarding the demand for a special meeting of stockholders and revocation of G. Thomas Cliett's written consent executed on August 5, 2002. (filed herewith)


*		Previously filed as Exhibit 99.1 to the Original Schedule 13D filed July 25, 2002.
**		Previously filed as Exhibit 99.2 to Amendment No. 1 to the Schedule 13D filed on August 7, 2002. Incorporated herein by reference to the Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, filed with the Securities and Exchange Commission on August 6, 2002.
***		Incorporated herein by reference to Amendment No. 1 to the Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 30, 2002, filed with the Securities and Exchange Commission on August 30, 2002.
****		Previously filed as Exhibit 99.3 to the Amendment No. 1 to the Schedule 13D filed August 7, 2002.

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Item 4. Purpose of Transaction.

Item 7. Material to be Filed as Exhibits.

SIGNATURES
EXHIBIT INDEX
EX-99.4(A) 3 a2088740zex-99_4a.htm EXHIHIT 99.4(A)
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Exhibit 99.4(a)

G. THOMAS CLIETT
933 MASHIE LANE
ROCKY MOUNT, NC 27804

August 8, 2002

VIA FACSIMILE AND OVERNIGHT COURIER

Austins Steaks & Saloon, Inc.
317 Kimball Avenue, NW
Roanoke, Virginia 24016

Attention:

President and Chief Executive Officer, Chairman of the Board and Vice President and Chief Financial Officer and Secretary

Re:	Supplement to the Demand Letter Dated August 7, 2002 from the Undersigned to the Company

Ladies and Gentlemen:

As a supplement to the demand letter (the "Initial Demand") dated August 7, 2002 from the undersigned (the "Undersigned") to Austins Steaks & Saloon, Inc. (the "Company") a Delaware corporation, the Undersigned, a record holder of common stock of the Company, hereby demands (in person or by attorney or other agent), pursuant to Section 220 of the General Corporation Law of the State of Delaware ("Section 220"), that (1) original or attested copies of the following corporate records be made available for inspection and copying by the Undersigned or his attorneys or agents at the Company's principal place of business during usual business hours no later than 9:00 a.m. Wednesday, August 14, 2002, and from day to day thereafter during usual business hours until the inspection may be completed, or (2) the Company deliver by the same date copies of such records to the Undersigned at the address shown above, to be updated from time to time thereafter as set forth below:

Pursuant to Section 220, the Undersigned demands as part of the foregoing inspection:

(a): All presently effective or executory employment contracts, termination or severance agreements, and key man life insurance policies applicable to any employee earning greater than $50,000 per year or any director or officer of the Company;
(b): All documents evidencing any and all agreements entered into by the Company requiring or allowing certain action to be taken in the event that there is a change of control in the Company or the election of one or more new nominees to the Board of Directors of the Company;
(c): All minutes of meetings of the Board of Directors of the Company or any committee of the Board of Directors which refer to or discuss agreements between any employee, officer or director of the Company and the Company regarding a change of control in the Company or the election of one or more new nominees to the Board of Directors of the Company; and
(d): Written descriptions of all oral agreements of the nature described in (a) or (b) above.

The Undersigned will bear the reasonable costs of the Company in connection with the production of the requested information.

The purpose of this demand is to permit the Undersigned (1) to communicate with shareholders regarding their investment as shareholders, and (2) to communicate with shareholders regarding a written consent solicitation, in lieu of a special meeting, to remove certain members of the Company's Board of Directors, to elect certain new nominees to the Company's Board of Directors and to repeal changes to the Bylaws of the Company, if necessary.

This demand should receive your immediate attention so that all of your stockholders will have the benefit of information as promptly as possible concerning the solicitation made by the Undersigned and the other three members of his solicitation group.

The Undersigned hereby designates and authorizes Hunton & Williams, its partners, associates, employees and any person designated by them to receive, as their agents, the information herein requested. A power of attorney with respect to the inspection requested in this letter was delivered to you with the Initial Demand.

Please advise Charles R. Monroe, Jr., (704) 378-4758, of Hunton & Williams as soon as possible, and in any event on or prior to the expiration of five business days after the date of this demand, as to when and where the items demanded above will be made available to the Undersigned and his designated agents. Thank you in advance for your prompt attention to this matter.

Very truly yours,

/s/ G. Thomas Cliett

G. Thomas Cliett

cc: Stephen E. Gehring, Esq.

Enclosure

STATE OF NORTH CAROLINA

COUNTY OF EDGECOMBE

I, Daniel W. Howell, a notary public for said county and state, do hereby certify that G. Thomas Cliett, personally appeared before me this day and acknowledged that the foregoing is his letter of demand for the inspection of designated stockholder list materials and related books and records of Austins Steaks and Saloon, Inc. and that the statements, including the purposes of this demand, made in such letter are true and correct.

WITNESS my hand and notarial seal, this the 8th day of August 2002.

		/s/ Daniel W. Howell Notary Public
My Commission Expires:
5-18-03
[NOTARIAL SEAL]

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Exhibit 99.4(a)

EX-99.4(B) 4 a2088740zex-99_4b.htm EXHIBIT 99.4(B)
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Exhibit 99.4(b)

G. THOMAS CLIETT
933 MASHIE LANE
ROCKY MOUNT, NORTH CAROLINA 27804

August 19, 2002

VIA FACSIMILE AND HAND DELIVERY

Austins Steaks & Saloon, Inc.
317 Kimball Avenue, NW
Roanoke, Virginia 24016

Attention:

President and Chief Executive Officer, Chairman of the Board and Vice President and Chief Financial Officer and Secretary

Re:	Supplement to the Demand Letters Dated August 7, 2002 and August 8, 2002 from the Undersigned to the Company

Ladies and Gentlemen:

As a supplement to the demand letters (the "Demands") dated August 7, 2002 and August 8, 2002 from the undersigned (the "Undersigned") to Austins Steaks & Saloon, Inc. (the "Company") a Delaware corporation, the Undersigned, a record holder of common stock of the Company, hereby demands (in person or by attorney or other agent), pursuant to Section 220 of the General Corporation Law of the State of Delaware ("Section 220"), that (1) the following corporate records and documents be made available for inspection and copying by the Undersigned or his attorneys or agents at the Company's principal place of business during usual business hours no later than 9:00 a.m. Monday, August 26, 2002, and from day to day thereafter during usual business hours until the inspection may be completed, or (2) the Company deliver by the same date copies of such records and materials to the Undersigned at the address shown above, to be updated from time to time thereafter as set forth below:

Pursuant to Section 220, the Undersigned demands as part of the foregoing inspection:

1.: The federal and state income tax returns of the Company for the tax years 1999 through 2002, inclusive, including any periodic tax filings made otherwise than on a yearly basis.
2.: Any Shareholder Agreements, Voting Trusts and/or Agreements.
3.: All ledgers or other financial records for the period January 1, 1999 to the present that record the salaries, bonuses and benefits (including expense accounts) paid to any employee earning greater than $50,000 per year or any director or officer of the Company.
4.: All ledgers or other financial records for the period January 1, 1999 to the present that record the status of any loans made by the Company (or any of its subsidiaries) to any officer or director of the Company, including any agreements evidencing such loans.
5.: All ledgers or other financial records for the period January 1, 1999 to the present that record the salaries, bonuses or benefits (including expense accounts) paid to any employees of the Company that are related (by blood or by marriage) to any officer or director of the Company.
6.: All financial analyses, reports, appraisals, evaluations, notes and correspondence from January 1, 1999 to the present that refer to or discuss the declaration of dividends by the Company or whether dividends should or should not be declared.

7.

The agendas and minutes of meetings of the Board of Directors (including any Board resolutions), or any committee thereof, of the Company from January 1, 1999 to the present.

8.

The agendas and minutes of shareholders' meetings of the Company from January 1, 1999 to the present.

9.

The Articles of Incorporation, Bylaws and financial statements (including, without limitation, all annual and interim financial statements) of any subsidiaries of the Company.

10.

All documents evidencing any outstanding loans (and the balance thereon) on which the Company (or any of its subsidiaries) is either the obligor or the obligee, including, without limitation, all credit and loan agreements, mortgages, notices of default and correspondence with respect to such loans, and all ledgers or other financial records regarding the balances due with respect to such loans.

11.

All documents evidencing any real property leases to or from the Company, including, without limitation, all notices of default and correspondence with respect to such leases or improvements to the real property related thereto, and all ledgers or other financial records recording the balances due with respect to such leases or improvements to the real property related thereto.

12.

All documents for the period January 1, 1999 to the present evidencing any and all litigation settlements entered into by the Company, consent decrees or judgments entered relating to the Company, its officers or directors, and filings made with a state or federal court by or on behalf of the Company, its officers or directors.

13.

The following historical financial information with respect to the Company and its subsidiaries from January 1, 1999 to the present:

a.: accrued expense schedules;
b.: restaurant operating expense schedules;
c.: general and administrative expense schedules;
d.: environmental expenses and reserves;
e.: restaurant closing and renovation expenses and reserves;
f.: the detailed internal monthly financial reporting packages;
g.: profit and loss budgets vs. actual, including any profit and loss budgets provided to any lenders and any revised or interim profit and loss budgets;
h.: business plans, including any business plans provided to any parties, any revised or interim business plans;
i.: bank overdraft accounts or allowances;
j.: travel expenses for executives and directors; and
k.: revenue and expense schedules detailed by individual franchise and Company store.

14.

The following current and forward-looking financial information with respect to the Company and its subsidiaries:

a.: capitalized and expensed lease payments for 1999 to the present on existing real estate;
b.: the business plan and any budgets and projects for fiscal years 1999 through 2003, inclusive (with supporting detail); and
c.: detailed monthly financial reporting packages from January 1, 1999 to the present.

15.: The Company's capital expenditure plans covering each of the years 1999 to 2002 and thereafter, and all documents discussing such plans.

16.: All correspondence, memoranda, notes, agreements or other documents that refer to, discuss or evidence the replacement of the Company's outside accounting firm, and any and all interim or year-end management letters issued to the Company by the Company's outside auditors from 1998 to the present.
17.: All agreements entered into by the Company, its predecessors in interest, its officers or its directors related to the merger with WesterN SizzliN Corporation.
18.: All documents evidencing agreements between the Company and its officers or directors, including franchise agreements.

The Undersigned will bear the reasonable costs of the Company in connection with the production of the requested information.

The purpose of this demand is to permit the Undersigned (1) to communicate with shareholders regarding their investment as shareholders, (2) to investigate possible mismanagement, possible waste of corporate assets, and possible inappropriate insider transactions, and (3) to communicate with shareholders regarding a special meeting of shareholders or a written consent solicitation, in lieu of a special meeting, to remove certain members of the Company's Board of Directors, to elect certain new nominees to the Company's Board of Directors and to repeal recent changes to the Bylaws of the Company, if necessary.

Very truly yours,

/s/ G. Thomas Cliett

G. Thomas Cliett

cc: Stephen E. Gehring, Esq.

Enclosure

STATE OF NORTH CAROLINA

COUNTY OF EDGECOMBE

WITNESS my hand and notarial seal, this the 19th day of August 2002.

		/s/ Daniel W. Howell Notary Public
My Commission Expires:	5-18-03

[NOTARIAL SEAL]

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Exhibit 99.4(b)

EX-99.5 5 a2088740zex-99_5.htm EXHIBIT 99.5
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Exhihit 99.5

CHARLES W. MANTOOTH
G. THOMAS CLIETT
TITUS W. GREENE
THOMAS M. HONTZAS

August 22, 2002

VIA FACSIMILE AND COURIER

Austins Steaks & Saloon, Inc.
317 Kimball Avenue, NW
Roanoke, Virginia 24016

Attention:

President and Chief Executive Officer

Re:	Request for Special Meeting of Stockholders

Dear Sir:

Pursuant to Section 211 of the General Corporate Law of the State of Delaware (the "DGCL") and Section 2.02 ("Section 2.02") of the Restated Bylaws of Austins Steaks & Saloon, Inc. (the "Company"), the undersigned holders of more than twenty percent (20%) of the outstanding shares of the Company as of the date of delivery of this letter hereby request that the President of the Company call a special meeting of the stockholders of the Company to be held Thursday, October 10, 2002, at the offices of the Company in Roanoke, Virginia (the "Special Meeting"). Please establish September 5, 2002 as the record date for the Special Meeting.

The purpose of the Special Meeting is to vote on the following proposals: (1) to remove J. Carson Quarles, Victor F. Foti, J. Alan Cowart, A. Jones Yorke, Ronald G. Stancill and Stanley L. Bozeman, Jr. from the Company's Board of Directors (the "Board") and any other person elected or appointed to the Board prior to the effective date of this proposal other than William E. Proffitt, Paul C. Schorr, III and Roger D. Sack and the directors elected by this proposal, (2) to elect Thomas M. Hontzas, Charles W. Mantooth, Pat Vezertzis, Jesse M. Harrington III, Charles H. Wright and Titus W. Greene to serve as directors of the Company until their respective successors are duly elected and qualified or their earlier resignation or removal and (3) to repeal any amendment to the Company's bylaws adopted by the current Board between July 17, 2002 and the date on which this proposal becomes effective. Both of proposals 1 and 2 above must be approved for either of them to be effective.

Furthermore, I, G. Thomas Cliett, do hereby withdraw, rescind and revoke, by signing below, the consent to shareholder actions without a meeting of shareholders executed by me on August 5, 2002, and delivered to you on August 7, 2002, and thereby rescind the August 7, 2002 record date established for determining the shareholders entitled to consent to corporate action in writing without a meeting.

Please confirm with Charles R. Monroe, Jr., (704) 378-4758, of Hunton & Williams as soon as possible that the Special Meeting will be called as provided for above and that proper notice of the Special Meeting will be provided to stockholders pursuant to Section 222 of the DGCL and the Bylaws of the Company. Thank you in advance for your prompt attention to this matter.

Very truly yours,
/s/ Charles W. Mantooth		/s/ G. Thomas Cliett
Charles W. Mantooth		G. Thomas Cliett
/s/ Titus W. Greene		/s/ Thomas M. Hontzas
Titus W. Greene, in his individual capacity and as General Partner of Titus Greene & Co. Ltd. Partnership		Thomas M. Hontzas

cc: Stephen E. Gehring, Esq.

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Exhihit 99.5

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