1
|
NAME OF REPORTING PERSON
Biglari Holdings Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
776,259
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
776,259
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
776,259
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
The Lion Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
N/A
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Biglari Capital Corp.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
N/A
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Sardar Biglari
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
776,259
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
776,259
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
776,259
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
99.1
|
Agreement, dated June 14, 2016, by and between Lance T. Funston, The Lion Fund and BH.
|
99.2
|
Joint Filing Agreement, dated June 16, 2016, by and between BH, Sardar Biglari, The Lion Fund and BCC.
|
Dated: June 16, 2016
|
|||
|
BIGLARI HOLDINGS INC.
|
||
|
|
||
|
By:
|
/s/ Sardar Biglari
|
|
|
|
Sardar Biglari, Chief Executive Officer
|
|
|
/s/ Sardar Biglari
|
||
|
SARDAR BIGLARI
|
||
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
|
NAME AND
POSITION WITH BH
|
|
PRESENT PRINCIPAL
OCCUPATION
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
Sardar Biglari,
Chairman of the Board and Chief Executive Officer
|
See Item 2
|
See Item 2
|
See Item 2
|
|||
Philip L. Cooley,
Vice Chairman of the Board
|
|
Retired Prassel Distinguished Professor of Business at Trinity University
|
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
|
USA
|
Kenneth R. Cooper,
Director
|
Attorney
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
Bruce Lewis,
Controller
|
|
Controller of BH
|
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
|
USA
|
Dr. Ruth J. Person,
Director
|
Professor of Management, University of Michigan-Flint
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
USA
|
|||
James P. Mastrian,
Director
|
|
Retired; former special advisor to the Chairman and Chief Executive Officer of Rite Aid Corporation
|
|
c/o Biglari Holdings Inc.
17802 IH 10 West
Suite 400
San Antonio, Texas 78257
|
|
USA
|
NAME AND
POSITION WITH BCC
|
|
PRESENT PRINCIPAL
OCCUPATION
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
Sardar Biglari,
Chairman of the Board and Chief Executive Officer
|
See Item 2
|
See Item 2
|
See Item 2
|
|
(i)
|
“Company Sale” means a transaction or series of transactions with a party or group of parties acting in concert that involves (A) any merger, consolidation or business combination of the Company and/or its subsidiaries following which the stockholders of the Company immediately prior to such transaction own, directly or indirectly, less than 50% of the shares or other equity interests of the Company or the surviving entity in any such transaction, or (B) any sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, whether by merger, consolidation, other business combination, sale, reorganization, exchange or otherwise.
|
|
(ii)
|
“Bankruptcy Event” means (A) the making by the Company or any of its subsidiaries of an assignment for the benefit of creditors or an admission in writing of its inability to pay its debts as they become due, (B) the Company or any of its subsidiaries being adjudicated as bankrupt or insolvent, (C) the appointment of a receiver, liquidator or trustee, or the filing of a petition for the appointment of a receiver, liquidator or trustee, for the Company or any of its subsidiaries or all or a substantial part of their respective assets, (D) the filing of a petition for bankruptcy, reorganization or arrangement pursuant to any federal or state bankruptcy or insolvency law by or against the Company or any of its subsidiaries, or (E) the commencement of a proceeding for the dissolution, liquidation or reorganization of the Company or any of its subsidiaries, provided (in the case of each of clauses (C) through (E)) that, if such appointment, petition or proceeding was involuntary and not consented to by the Company or its subsidiary, the same continues for 60 days without being discharged, stayed or dismissed.
|
|
(iii)
|
The value of any security included in the Per Share Consideration shall be the average of the closing prices of such security on the ten trading days immediately preceding the date of the public announcement of the Company Sale, on the exchange where it is primarily traded or, if such security is not traded on an exchange, as reported by an established quotation service for over-the-counter securities.
|
|
(i)
|
“Beneficial”, “Beneficially Owns” or “Beneficially” shall have the meanings consistent with the determination of a “beneficial owner” as set forth in Rule 13d-3 under the Securities Exchange Act of 1934 (the “1934 Act”) and pursuant to applicable SEC interpretations, no action letters and positions as well as court decisions interpreting such terms.
|
|
(ii)
|
“Affiliate” (and the associated definition of “control”) shall have the meanings as set forth under Rule 12b-2 under the 1934 Act and pursuant to applicable SEC interpretations, no action letters and positions as well as court decisions interpreting such terms.
|
|
(iii)
|
“Associate” shall have the meanings as set forth under Rule 12b-2 under the 1934 Act and pursuant to applicable SEC interpretations, no action letters and positions as well as court decisions interpreting such terms.
|
/s/ Lance Funston
|
|
Lance Funston
|
THE LION FUND, L.P.
|
|||||
By:
|
Biglari Capital Corp., its general partner
|
||||
By:
|
/s/ Sardar Biglari
|
||||
Name:
|
Sardar Biglari
|
||||
Title:
|
Chairman and Chief Executive Officer
|
||||
BIGLARI HOLDINGS INC.
|
|||||
By:
|
/s/ Sardar Biglari
|
||||
Name:
|
Sardar Biglari
|
||||
Title:
|
Chairman and Chief Executive Officer
|
BIGLARI HOLDINGS INC.
|
|||
By:
|
/s/ Sardar Biglari
|
||
Sardar Biglari, Chief Executive Officer
|
|||
/s/ Sardar Biglari
|
|||
SARDAR BIGLARI
|
|||
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
|