-----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, QElMFVxFZLGHJ1MlG2rHgdoXGaJ+oBbJ6y/lTI9lg1XGmZEe58tJoVWLc0fwug37 kVTvz8mAn3uJuSjYBWusvQ== 0000919574-05-004211.txt : 20051212 0000919574-05-004211.hdr.sgml : 20051212 20051212171301 ACCESSION NUMBER: 0000919574-05-004211 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 GROUP MEMBERS: BIGLARI CAPITAL CORP. GROUP MEMBERS: SARDAR BIGLARI 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: 051259027 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LION FUND, L.P. CENTRAL INDEX KEY: 0001334426 IRS NUMBER: 742980419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9311 SAN PEDRO AVENUE, SUITE 1440 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 210-344-3400 MAIL ADDRESS: STREET 1: 9311 SAN PEDRO AVENUE, SUITE 1440 CITY: SAN ANTONIO STATE: TX ZIP: 78216 SC 13D/A 1 d625343_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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.1) Western Sizzlin Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 959542101 - -------------------------------------------------------------------------------- (CUSIP Number) Sardar Biglari The Lion Fund, L.P. 9311 San Pedro Avenue, Suite 1440 San Antonio, Texas 78216 Telephone (210) 344-3400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 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), 13d-1(f) or 13d-1(g), check the following box [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 959542101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Lion Fund L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,889,310 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,889,310 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,889,310 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 959542101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Biglari Capital Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,889,310 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,889,310 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,889,310 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 959542101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Biglari, Sardar 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF,WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 10,000 8. SHARED VOTING POWER 1,889,310 9. SOLE DISPOSITIVE POWER 10,000 10. SHARED DISPOSITIVE POWER 1,889,310 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,899,310 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 959542101 --------------------- ________________________________________________________________________________ Item 1. Security and Issuer. No change. ________________________________________________________________________________ Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed jointly by (i) Lion Fund, L.P., a Delaware Limited Partnership, ("the Lion Fund") (ii) Biglari Capital Corp., a Texas Corporation ("BCC") and (iii) Sardar Biglari, a United States citizen, (collectively, the "Reporting Persons"). The principal business address of the Reporting Persons is 9311 San Pedro Avenue, Suite 1440, San Antonio, Texas 78216. Sardar Biglari is the Chairman and Chief Executive Officer of BCC, an investment management firm that serves as the general partner to the Lion Fund. The principal business of the Lion Fund is purchasing, holding and selling securities for investment purposes. On December 1, 2005, Sardar Biglari became a Director of the Issuer and member of its Board of Directors. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. The total cost for the Shares that the Reporting Persons may be deemed to beneficially own is $1,594,372. The funds for the purchase of the Shares beneficially owned by the Lion Fund, BCC and Sardar Biglari came from the working capital of the Lion Fund. The Shares beneficially owned solely by Sardar Biglari were acquired as a result of options being issued by the Issuer. No consideration was exchanged for such options. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. ________________________________________________________________________________ Item 4. Purpose of Transaction. As discussed in the 13D as previously filed, the Reporting Persons have consulted with management of the Issuer and certain of its Directors concerning the business, operations and future plans of the Issuer and the Board of Directors. As a result of such discussions, effective as of December 1, 2005, Sardar Biglari was appointed as a Director of the Issuer and a member of its Board of Directors. The Reporting Persons intend to evaluate the business prospects of the Issuer, as well as its present and future intentions. In connection with such evaluation, the Reporting Persons may from time to time consult with management and other shareholders of the Issuer. Except as set forth above, the Reporting Persons have no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, each of the Lion Fund and BBC may be deemed to be the beneficial owner of 1,889,310 Shares or 15.9% of the Shares of the Issuer, based upon the 11,888,571 Shares outstanding as of November 14, 2005, according to the Issuer's most recent Form 10-Q. As of the date hereof, Sardar Biglari may be deemed to be the beneficial owner of 1,899,310 Shares or 15.9% of the Shares of the Issuer, based upon the 11,898,571* Shares outstanding as of November 14, 2005, according to the Issuer's most recent Form 10-Q. - ---------- * The number of outstanding Shares is based on 1,889,310 Shares outstanding, adjusted for options held by Sardar Biglari. The Lion Fund and BCC have the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 1,889,310 Shares. Sardar Biglari has the sole power to vote or direct the vote of 10,000 Shares and the shared power to vote or direct the vote of 1,889,310 Shares. The Lion Fund and BCC have the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 1,889,310 Shares. Sardar Biglari has the sole power to dispose or direct the disposition of 10,000 Shares and the shared power to dispose or direct the disposition of 1,889,310 Shares. The granting dates, number of options granted by the Issuer to Sardar Biglari and the consideration paid for such options are set forth in Exhibit B. The aforementioned Shares were acquired for investment purposes. The Lion Fund may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. A. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. B. A description of the transactions in the options that were effected by Sardar Biglari during the 60 days prior to December 2, 2005 is filed herewith as Exhibit B. 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. December 12, 2005 - ----------------------- (Date) THE LION FUND, L.P. By: Biglari Capital Corp., General Partner By: /s/ Sardar Biglari ------------------------------- Sardar Biglari, Chief Executive Officer BIGLARI CAPITAL CORP. By: /s/ Sardar Biglari ------------------------------- Sardar Biglari, Chief Executive Officer SARDAR BIGLARI /s/ Sardar Biglari -------------------------------- Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated December 12, 2005 relating to the Common Stock par value $0.01 of Western Sizzlin Corp. shall be filed on behalf of the undersigned. December 12, 2005 - ----------------------- (Date) THE LION FUND, L.P. By: Biglari Capital Corp., General Partner By: /s/ Sardar Biglari ------------------------------------ Sardar Biglari, Chief Executive Officer BIGLARI CAPITAL CORP. By: /s/ Sardar Biglari ------------------------------------ Sardar Biglari, Chief Executive Officer SARDAR BIGLARI /s/ Sardar Biglari ----------------------------------- Exhibit B Transactions in the Options -- The Reporting Persons Date of Number of Shares Price Per Transaction Purchase/(SOLD) Share - ------------------------------------------------------------------- 12/2/05 10,000 (1) 25298.0001 #625343 - ------- (1) No consideration was exchanged for such options. The options received were granted by the Issuer. -----END PRIVACY-ENHANCED MESSAGE-----