Western Sizzlin Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
WESTERN SIZZLIN CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
959542101
(CUSIP Number)
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Sardar Biglari
The Lion Fund, L.P.
9311 San Pedro Avenue,
Suite 1440
San Antonio, TX 78216
Telephone: 210-344-3400
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Shawn Sedaghat
9701 Wilshire Blvd.
#1110,
Beverly Hills, CA 90201
Telephone: 310-205-9038
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Jonathan Dash
183 Rodeo Drive,
Beverly Hills, CA 90212
Telephone: 310-502-6364
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Titus W. Greene
2109 Windermere Lane
Shelby, NC 28150
Telephone: 704-481-8800 |
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(Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications)
Copy to:
Charles R. Monroe, Jr., Esq.
Hunton & Williams LLP
Bank of America Plaza, Suite 3500
101 South Tryon Street
Charlotte, North Carolina 28280
June 29, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. o
Page 1 of 12 Pages
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CUSIP No. |
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959542101 |
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2 |
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of |
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12 Pages |
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1 |
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NAMES OF REPORTING PERSONS:
The Lion Fund, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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2,891,278 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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2,891,278 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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2,891,278 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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24.3% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
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CUSIP No. |
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959542101 |
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3 |
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of |
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12 Pages |
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1 |
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NAMES OF REPORTING PERSONS:
Biglari Capital Corp. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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AF, WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Texas
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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2,891,278 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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2,891,278 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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2,891,278 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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24.3% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
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CUSIP No. |
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959542101 |
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Page |
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4 |
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of |
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12 Pages |
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1 |
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NAMES OF REPORTING PERSONS:
Sardar Biglari |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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AF, WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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SOLE VOTING POWER: |
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NUMBER OF |
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20,000 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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2,891,278 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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20,000 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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2,891,278 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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2,911,278 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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24.5% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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CUSIP No. |
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959542101 |
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Page |
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5 |
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of |
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12 Pages |
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1 |
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NAMES OF REPORTING PERSONS:
Shawn Sedaghat |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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SOLE VOTING POWER: |
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NUMBER OF |
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1,699,214 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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1,699,214 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,699,214 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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14.3% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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CUSIP No. |
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959542101 |
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Page |
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6 |
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of |
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12 Pages |
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1 |
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NAMES OF REPORTING PERSONS:
Jonathan Dash |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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PF, OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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605,513* |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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605,513* |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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605,513* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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5.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN, IA |
*Of these 605,513 shares, 540,003 shares (the Client Shares) are owned of record by, or held
in street name on behalf of, clients for which Mr. Dash serves as an investment advisor. Mr. Dash
provides investment advisory services through and is President of Dash Acquisitions LLC. Mr. Dash
has sole voting and dispositive power over the Client Shares.
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CUSIP No. |
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959542101 |
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Page |
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7 |
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of |
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12 Pages |
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1 |
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NAMES OF REPORTING PERSONS:
Titus W. Greene* |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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205,500 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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205,500 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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205,500 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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1.7% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
*The Titus Greene & Co. Ltd.
Partnership no longer holds any shares of Common Stock of the Issuer.
This Amendment No. 3 (Amendment) amends and supplements the original Statement on Schedule
13D filed jointly on March 10, 2006, as amended by Amendment No. 1, also filed jointly on March 10,
2006, and as further amended by Amendment No. 2 jointly filed on April 28, 2006 (together, the
Original Schedule 13D) by (A)(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 (Mr. Biglari; collectively with the Lion Fund and BCC, the Biglari Affiliates),
(B) (i) Shawn Sedaghat, a United States citizen (Mr. Sedaghat) and (ii) Jonathan Dash, a United
States citizen (Mr. Dash) and (C) Titus W. Greene, a United States citizen (Mr. Greene; and
collectively with the Biglari Affiliates, Mr. Sedaghat and Mr. Dash, the Reporting Persons) to
report the beneficial ownership of shares of common stock, $.01 par value per share (the Common
Stock), of Western Sizzlin Corporation, a Delaware corporation (the Issuer). Collectively, the
Reporting Persons beneficially own 5,421,505 shares of Common Stock, representing 45.6% of the
outstanding shares of Common Stock.
The Reporting Persons are filing this Amendment to update certain ownership and other
information with respect to the Reporting Persons reported in the Original Schedule 13D. Unless
otherwise stated, the information set forth in the Original Schedule 13D remains accurate in all
material respects.
Mr. Greene expressly disclaims beneficial ownership of any shares other than the shares owned
of record by him and, pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of
1934, as amended (the Exchange Act), 40,000 shares subject to acquisition by Mr. Greene within 60
days upon exercise of options held by him. The Biglari Affiliates expressly disclaim beneficial
ownership of any shares other than 2,891,278 shares held in street name on behalf of the Lion Fund
and, pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, 20,000 shares subject to
acquisition by Mr. Biglari within 60 days upon exercise of options held by him. Mr. Sedaghat
expressly disclaims beneficial ownership of any shares other than 1,699,214 shares held in street
name on behalf of Mr. Sedaghat. Mr. Dash is an investment advisor whose clients, as of April 21,
2006, have an aggregate of 540,003 shares of Common Stock (Client Shares) held in street name on
their behalf. The Client Shares are held through accounts managed by Dash Acquisitions LLC, of
which Mr. Dash is the President. Mr. Dash expressly disclaims beneficial ownership of any shares
other than 65,500 shares held in street name on behalf of Mr. Dash and the Client Shares and,
pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, 20,000 shares subject to
acquisition by Mr. Dash within 60 days upon exercise of options held by him. 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 Exchange Act, the beneficial owner of any securities covered by this
statement other than as set forth in this paragraph.
Unless otherwise indicated, the responses to each item below are applicable to and
incorporated by reference into the response of each Reporting Person.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the Common Stock of the
Issuer. According to the Issuers Form 10-Q for the quarter ended March 31, 2006, the Issuer
Page 8 of 12 Pages
had 11,888,571 shares of Common Stock outstanding as of May 12, 2006. The principal executive
office of the Issuer is located at 317 Kimball Avenue, N.E., Roanoke, Virginia 24016.
Item 3. Source and Amount of Funds or Other Consideration.
Biglari Affiliates. The total cost for the Common Stock that the Lion Fund, BCC and Mr.
Biglari may be deemed to beneficially own is $2,599,714. The funds for the purchase of the Common
Stock beneficially owned by the Lion Fund, BCC and Mr. Biglari with respect to which they share
voting power came from the working capital of the Lion Fund. No borrowed funds were used to
purchase the Common Stock, other than any borrowed funds used for working capital purposes
(including certain leverage arrangements) in the ordinary course of business.
Mr. Sedaghat. Mr. Sedaghat has invested $1,379,385.70 in the Common Stock of the Issuer using
his personal funds.
Mr. Dash. Mr. Dash has invested $64,960 in 65,500 shares of the Common Stock using his
personal funds. Mr. Dash has acquired 540,003 shares of Common Stock on behalf of his clients
using funds maintained in the accounts of his respective clients.
Mr. Greene. Mr. Greene has invested $205,500 in 205,500 shares of the Common Stock using his
personal funds. No consideration was exchanged for shares acquired as a result of options being
issued by the Issuer.
No consideration was exchanged for options granted by the Issuer to Messrs. Biglari (20,000
shares), Dash (20,000 shares) and Greene (40,000 shares). Pursuant to SEC rules, the shares
underlying these options are deemed to be beneficially owned by such persons.
Item 4. Purpose of Transaction.
Individually, each Reporting Person acquired and accumulated his shares over time as an
investment or, in the case of the client accounts advised by Mr. Dash, an investment on behalf of
such client accounts. The Reporting Persons do not have any current intention to acquire
additional shares of Common Stock or dispose of shares currently owned. However, the Reporting
Persons, or any of them, reserve the right to purchase additional shares of Common Stock from time
to time, either in the open market, in privately negotiated transactions or from the Issuer. Any
decision of the Reporting Persons to increase their holdings in Common Stock will depend, however,
on numerous factors, including, without limitation, the price of shares of Common Stock, the terms
and conditions related to their purchase and sale, the prospects and profitability of the Issuer,
other business and investment alternatives of the Reporting Persons and general economic and market
conditions. At any time, the Reporting Persons, or any of them, may determine to dispose of some
or all of their holdings of Common Stock depending on these and other considerations.
At the 2006 Annual Meeting of Stockholders held on June 20, 2006 (the 2006 Annual Meeting),
the Reporting Persons voted to elect all of the director-nominees to the Board of Directors of the
Issuer. The Reporting Persons by a vote of majority-in-interest among them, based on ownership of
Common Stock, will likely be able to effect the future election of all
Page 9 of 12 Pages
director-nominees and other matters presented to stockholders. The Reporting Persons remain
subject to the Stockholders Voting Agreement, dated as of March 9, 2006, which is filed as an
exhibit to the Original Schedule 13D.
The Reporting Persons may seek reimbursement from the Issuer of their costs to effect the
changes discussed above, including legal fees and related expenses, .
Except as set forth above, none of the Reporting Persons has any plans or proposals that
relate to or would result in the matters listed in subsections (a) through (j) of Item 4 of the
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
The aggregate number and percentage of shares of Common Stock held by the Reporting Persons
collectively to which this statement relates is 5,421,505 shares of Common Stock, representing
45.6% of the sum of 11,888,571 shares of Common Stock outstanding as of May 12, 2006, as reported
on the Issuers Form 10-Q for the quarter ended March 31, 2006, 80,000 shares of which are
subject to acquisition within 60 days by Messrs. Biglari, Greene and Dash upon the exercise of
stock options.
With respect to the beneficial ownership, voting power and disposition power of each Reporting
Person, Items 7 through 13 of the applicable Cover Page of this Schedule 13D is incorporated
herein.
(c) Biglari Affiliates. The Biglari Affiliates have had no transactions in the Issuers
securities, including the Issuers Common Stock, in the last 60 days, other than stock options
granted by the Issuer and the following transaction(s) in the Common Stock:
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Date |
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Where and how effected |
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Amount of Securities |
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Price per share |
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5/22/06
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Private Purchase
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50,000
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$1.00 |
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6/29/06
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Shares
were purchased from Mr. Greene and the Titus Greene & Co. Ltd. Partnership in a private transaction
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834,500
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$1.00 |
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Mr. Sedaghat. Mr. Sedaghat has had no transactions in the Issuers securities, including the
Issuers Common Stock, in the last 60 days.
Mr. Dash. Mr. Dash has had no transactions in the Issuers securities, including the
Issuers Common Stock, in the last 60 days, other stock options granted by the Issuer.
Page 10 of 12 Pages
Mr. Greene. Mr. Greene has had no transactions in the Issuers securities, including the
Issuers Common Stock, in the last 60 days, other stock options granted by the Issuer and the
following transaction(s) in the Common Stock:
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Date |
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Where and how effected |
|
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Amount of Securities |
|
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Price per share |
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5/22/06
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Private Purchase
|
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53,500
|
|
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$1.00 |
|
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6/29/06
|
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Shares were sold to
the Lion Fund L.P. in a private transaction
|
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834,500
|
|
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$1.00 |
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(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
The following additional documents are filed as exhibits hereto and are incorporated herein by
reference:
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Exhibit No. |
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Exhibit Description |
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99.1
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Joint Filing Agreement, dated as of March 9, 2006, by and
among the Reporting Persons.* |
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99.2
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Stockholders Voting Agreement, dated as of March 9, 2006, by
and among Messrs. Biglari, Sedaghat, Dash and Greene.* |
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* Previously filed as an exhibit to the Original Schedule 13D filed March 10, 2006.
Page 11 of 12 Pages
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.
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Date: July 7, 2006 |
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THE LION FUND, L.P. |
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By: |
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Biglari Capital Corp., |
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General Partner |
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By:
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/s/ Sardar Biglari |
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Sardar Biglari, Chief Executive Officer |
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Date: July 7, 2006 |
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BIGLARI CAPITAL CORP. |
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By: |
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/s/ Sardar Biglari |
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Sardar Biglari, Chief Executive Officer |
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Date: July 7, 2006 |
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/s/ Sardar Biglari |
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Sardar Biglari |
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Date: July 7, 2006 |
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/s/ Shawn Sedaghat |
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Shawn Sedaghat |
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Date: July 7, 2006 |
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/s/ Jonathan Dash |
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Jonathan Dash |
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Date: July 7, 2006 |
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/s/ Titus W. Greene |
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Titus W. Greene |
Page 12 of 12 Pages