WICHITA, Kan., Nov. 15 /PRNewswire/ — Lone Star Steakhouse & Saloon, Inc. (Nasdaq: STAR – news) today announced it has taken several steps as part of its continuing evaluation of corporate governance matters and the Board of Directors’ focus on improving stockholder value. The Board has decided to: (i) increase to eight the number of directors on the Board by the addition of three independent directors; (ii) redeem its stock purchase rights, commonly known as a “poison pill”; and (iii) ask stockholders to approve a charter amendment at its next annual meeting to eliminate the present staggered terms and have directors elected annually starting with its 2003 annual meeting.
To fill the vacancies created by the increase in the size of the Board, Tommy LaSorda, Michael A. Ledeen and Mark Saltzgaber have been elected to the Board with terms expiring at the annual meeting of stockholders in 2003, 2004, and 2004 respectively. Mr. LaSorda, a member of the Baseball Hall of Fame, is currently a Senior Vice President of the Los Angeles Dodgers. He was the manager of the gold medal winning United States Baseball Team for the 2000 Summer Olympic Games in Sydney, Australia and was the manager of the Los Angeles Dodgers for 20 years. Mr. Ledeen is a resident scholar in the Freedom Chair at the American Enterprise Institute and the Vice Chairman of the U.S.-China Security Review Commission. An expert in contemporary history and international affairs, Mr. Ledeen contributes frequently to the Wall Street Journal, the Weekly Standard, National Review, and Commentary and serves as a foreign editor of the American Spectator. During the Reagan administration, he was a consultant to the National Security Adviser, the Office of the Secretary of Defense, and the State Department and was a special adviser to the Secretary of State. He is the author of twelve books, including most recently Tocqueville on American Character (St. Martin’s Press, 2000). Mr. Saltzgaber, an experienced investment banker in the restaurant industry, is a founding member of Dorset Capital. Prior to joining Dorset Capital, Mr. Saltzgaber was a Managing Director in the Equity Capital Markets Department at Montgomery Securities responsible for advising growth companies within the consumer spectrum.
Clark Mandigo, the Chairman of the Board of the Company, stated that “the addition of these three well qualified individuals adds tremendous depth and strength to our Board and will help us to meet the challenges ahead.” Mr. Mandigo further stated “that the redemption of our poison pill and the proposed amendment for de-staggering the Board should help address the concerns of some institutional stockholders, allowing the Board to focus on its efforts to improve operating results, as evidenced by the Company’s third quarter results and enhanced stockholder value.”
The Board announced that it will redeem the stock purchase rights issued pursuant to the Rights Agreement dated as of October 3, 1997, commonly known as a “poison pill.” In redeeming the rights, the Board authorized a one-time payment to stockholders of $.01 per common share, which will be paid on December 10, 2001, to stockholders of record on November 21, 2001. Stockholders do not have to take any action to receive the redemption payment and do not have to exchange their stock certificates.
The proposal to amend the Company’s charter to eliminate the staggered terms of directors and reelect them annually commencing with the 2003 annual meeting will be included on the agenda for its 2002 annual general meeting of shareholders.
Lone Star Steakhouse & Saloon, Inc. owns and operates a chain of 248 domestic and 26 international Lone Star Steakhouse & Saloon restaurants. The Company also owns and operates 5 Del Frisco’s Double Eagle Steak Houses and 15 Sullivan’s Steakhouses.
This press release contains certain forward-looking statements, which are intended to be covered by the safe harbors created by the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to legally set aside funds for the payment of cash dividends. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved
SOURCE: Lone Star Steakhouse & Saloon, Inc.