-----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, Hnqkz4LU1XZ/DbIoonR6s9VWJvgvzATO5nb+3IsBFikyUkmuR9sM6LfqgFL9BoJr CTx4BsCuvtSvSGqCBH1S4w== 0000919574-06-004931.txt : 20061212 0000919574-06-004931.hdr.sgml : 20061212 20061212094053 ACCESSION NUMBER: 0000919574-06-004931 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 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: 061270310 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 d729043_13d-a.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.3) 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 5, 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 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 583,517 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 583,517 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,517 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.08% 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 583,517 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 583,517 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,517 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.08% 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 2,000 8. SHARED VOTING POWER 583,517 9. SOLE DISPOSITIVE POWER 2,000 10. SHARED DISPOSITIVE POWER 583,517 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,517 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.16% 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. No change. - -------------------------------------------------------------------------------- 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 $4,875,059. 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. No change. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, each of the Lion Fund and BCC may be deemed to be the beneficial owner of 583,517* Shares or 34.08% of the Shares of the Issuer, based upon 1,712,112** Shares outstanding as of November 9, 2006, according to the Issuer's most recent Form 10-Q and supplemental information given to the Reporting Persons by the Issuer's Chief Financial Officer. As of the date hereof, Sardar Biglari may be deemed to be the beneficial owner of 585,517 Shares or 34.16% of the Shares of the Issuer, based upon the 1,714,112*** Shares outstanding as of November 9, 2006, according to the Issuer's most recent Form 10-Q and supplemental information given to the Reporting Persons by the Issuer's Chief Financial Officer. - ---------- * This Amendment is being filed to reflect the most recent purchases by the Reporting Persons, as well as to correct a clerical error in Amendment 2 to the Schedule 13D filed on November 22, 2006. ** The number of outstanding Shares is based on 1,191,850 Shares outstanding as of November 9, 2006, adjusted for (i) the rights exercised by the Reporting Persons and (ii) the rights that the Issuer has informed the Reporting Persons have been exercised by other shareholders. The Issuer's rights offering was terminated on December 8, 2006 and will not be extended. This Amendment 3 to Schedule 13D will be further amended once final information is available from the Issuer. 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 583,517 Shares. Sardar Biglari has the sole power to vote or direct the vote of 2,000 Shares and the shared power to vote or direct the vote of 583,517 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 583,517 Shares. Sardar Biglari has the sole power to dispose or direct the disposition of 2,000 Shares and the shared power to dispose or direct the disposition of 583,517 Shares. The trading date, number of Shares purchased and the price per share for all transactions in the Shares since Amendment 2 to Schedule 13D filed by the Reporting Persons on November 22, 2006 are set forth in Exhibit B and were effected in privately negotiated transactions. 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 securities of the Issuer that were effected by the Reporting Persons since Amendment 2 to Schedule 13D filed by the Reporting Persons on November 22, 2006 is filed herewith as Exhibit B. - ---------- *** The number of outstanding Shares is based on 1,191,850 Shares outstanding as of November 9, 2006, adjusted for (i) the rights exercised by the Reporting Persons, (ii) the rights that the Issuer has informed the Reporting Persons have been exercised by other shareholders and (iii) the options held by Sardar Biglari. The Issuer's rights offering was terminated on December 8, 2006 and will not be extended. This Amendment 3 to Schedule 13D will be further amended once final information is available from the Issuer. 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, 2006 - ----------------------- (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, 2006 relating to the Common Stock par value $0.01 of Western Sizzlin Corp. shall be filed on behalf of the undersigned. December 12, 2006 - ----------------------- (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 Shares -- The Reporting Persons Date of Number of Shares Price Per Transaction Purchase/(SOLD) Share - ------------------------------------------------------------- 12/5/06 6,577 $9.07 12/5/06 25,000 $8.16 Transactions in Rights -- The Reporting Persons Date of Number of Shares Price Per Transaction Purchase/(SOLD) Share - ------------------------------------------------------------- 12/5/06 11,500 $0.52 Exercise of the Rights -- The Reporting Persons Date of Number of Shares Price Per Transaction Purchase/(SOLD) Share - ------------------------------------------------------------- 11/23/06 37,500 $7.00 12/8/06 5,750 $7.00 SK 25298 0001 729043 -----END PRIVACY-ENHANCED MESSAGE-----