sc13da906824004_04152008.htm

0000921895-08-001111.txt : 20080415 0000921895-08-001111.hdr.sgml : 20080415 20080415172700 ACCESSION NUMBER: 0000921895-08-001111 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEAK & SHAKE CO CENTRAL INDEX KEY: 0000093859 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 370684070 STATE OF INCORPORATION: IN FISCAL YEAR END: 0924 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30771 FILM NUMBER: 08758242 BUSINESS ADDRESS: STREET 1: 36 S PENNSYLVANIA ST STREET 2: CENTURY BLDG - 500 CITY: INDIANAPOLIS STATE: IN ZIP: 46236 BUSINESS PHONE: 3176334100 MAIL ADDRESS: STREET 1: 36 S PENNSYLVANIA ST STREET 2: CENTURY BLDG - 500 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED PRODUCTS INC /IN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STEAK N SHAKE INC DATE OF NAME CHANGE: 19840529 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 sc13da906824004_04152008.htm sc13da906824004_04152008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)1

The Steak n Shake Company

(Name of Issuer)

Common Stock, $.50 Par Value

(Title of Class of Securities)

857873-10-3

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 15, 2008

(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 ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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 (“Act”) 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. 857873-10-3

1	NAME OF REPORTING PERSON The Lion Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, 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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,424,945
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,424,945
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Biglari Capital Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, 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 Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,424,945
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,424,945
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Sardar Biglari
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, 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 710,482
	8	SHARED VOTING POWER 2,424,945
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,424,945
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Western Sizzlin Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, 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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,424,945
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,424,945
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Western Acquisitions L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, 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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,424,945
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,424,945
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Western Investments Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, 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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,424,945
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,424,945
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Philip L. Cooley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER 2,424,945
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,424,945
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON S. Sue Aramian
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 17,720
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Martha Aramian
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 106,862
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Charles E. Arnett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 81,903
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Virginia Arnett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 81,903
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Gary A. Ruben
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 37,878
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Irene Ruben
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 37,878
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Natasha Sedaghat
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 30,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Parvindokht Sedaghat
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 300,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Shapour Sedaghat
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 300,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Shawn Sedaghat
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 101,669
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

1	NAME OF REPORTING PERSON Tim Taft
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 34,450
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 857873-10-3

The following constitutes Amendment No. 9 (“Amendment No. 9”) to the Schedule 13D filed by the undersigned. This Amendment No. 9 amends the Schedule 13D as specifically set forth. The primary purpose of amending the Schedule 13D is to add S. Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Natasha Sedaghat, Parvindokht Sedaghat, Shapour Sedaghat, Shawn Sedaghat and Tim Taft as Reporting Persons by virtue of them being parties to that certain Agreement dated April 15, 2008 described in further detail in Item 6.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

Pursuant to the Agreement described in further detail in Item 6, S. Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Natasha Sedaghat, Parvindokht Sedaghat, Shapour Sedaghat, Shawn Sedaghat and Tim Taft (collectively referred to as the “New Reporting Persons”), together with the existing Reporting Persons, became members of a group formed for the purpose discussed in Item 4. Accordingly, S. Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Natasha Sedaghat, Parvindokht Sedaghat, Shapour Sedaghat, Shawn Sedaghat and Tim Taft are hereby added as Reporting Persons to this Schedule 13D.

Each of S. Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Parvindokht Sedaghat and Shapour Sedaghat is currently retired.

S. Sue Aramian served as Vice-Chairwoman of the Issuer and as a director of the Issuer from 1981 until 2003.

Charles E. Arnett was formerly a partner with Kelley & Partners, Ltd.

Natasha Sedaghat is a nutritionist.

Shawn Sedaghat is the Chief Executive Officer of the PKG Group, Inc., a cosmetics and packaging distribution company.

Tim Taft is a private investor and formerly served as the President and Chief Executive Officer of Pizza Inn, Inc., a franchisor and operator of pizza restaurants, and as the President and Chief Operating Officer of Whataburger, Inc.

None of S. Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Parvindokht Sedaghat, Shapour Sedaghat or Tim Taft has a principal business address but may be reached c/o The Lion Fund, L.P., 9311 San Pedro Avenue, Suite 1440, San Antonio, Texas 78216.

Natasha Sedaghat’s principal business address is c/o PKG Group, 9701 Wilshire Boulevard, Suite 1110, Beverly Hills, California 90212.

Shawn Sedaghat’s principal business address is c/o PKG Group, 9701 Wilshire Boulevard, Suite 1110, Beverly Hills, California 90212.

None of the New Reporting Persons, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

CUSIP NO. 857873-10-3

None of the New 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.

Each of the New Reporting Persons is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the Shares owned directly by the Lion Fund is $15,345,070. The Shares owned directly by the Lion Fund were acquired with the working capital of the Lion Fund.

Certain of the Shares reported in this Amendment No. 9 as owned by Western Acquisitions were acquired by way of an internal contribution from WSC. Western Acquisitions acquired from WSC an aggregate of 299,945 Shares on September 7, 2007 at a per Share price of $15.58, equal to the last reported sales price on the New York Stock Exchange on the date the transaction was completed, or an aggregate purchase price of approximately $4,673,143. The total of 299,945 Shares transferred by WSC to Western Acquisitions were initially acquired by WSC for an aggregate purchase price of approximately $4,581,977.

The aggregate purchase price of the Shares owned directly by Western Acquisitions is approximately $18,583,088. The Shares owned directly by Western Acquisitions were acquired with the working capital of Western Acquisitions.

The aggregate purchase price of the Shares owned directly by Dr. Cooley and owned directly by Dr. Cooley’s spouse, Sandy Cooley who shares the same business address as Dr. Cooley, which he may also be deemed to beneficially own is $170,582. Of the 16,300 Shares beneficially owned by Dr. Cooley, 11,800 Shares were acquired with Dr. Cooley’s personal funds, 3,000 Shares were acquired with his spouse’s personal funds, 500 Shares were acquired with the working capital of BCC and subsequently gifted to Dr. Cooley and 1,000 Shares were awarded to Dr. Cooley in his capacity as a director of the Issuer pursuant to the Issuer’s 2008 Equity Incentive Plan (the restriction on transfer for such 1,000 Shares expires on March 12, 2011).

The aggregate purchase price of the Shares owned directly by S. Sue Aramian is approximately $165,250. Such Shares were acquired with personal funds.

The Shares owned directly by Martha Aramian were gifted to her.

The aggregate purchase price of the Shares owned directly by Charles E. Arnett and Virginia Arnett is approximately $110,569. Such Shares were acquired with personal funds.

The aggregate purchase price of the Shares owned directly by Gary A. Ruben is approximately $81,510. Such Shares were acquired with personal funds.

CUSIP NO. 857873-10-3

The aggregate purchase price of the Shares owned directly by Irene Ruben is approximately $32,124. Such Shares were acquired with personal funds.

The aggregate purchase price of the Shares owned directly by Natasha Sedaghat is approximately $278,967. Such Shares were acquired with personal funds.

The aggregate purchase price of the Shares owned directly by Parvindokht Sedaghat and Shapour Sedaghat is approximately $2,532,106. Such Shares were acquired with personal funds.

The aggregate purchase price of the Shares owned directly by Shawn Sedaghat is approximately $976,562. Such Shares were acquired with personal funds.

The aggregate purchase price of the Shares owned directly by Tim Taft is approximately $275,098. Such Shares were acquired with personal funds.

The Lion Fund, WSC and Western Acquisitions effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

Sardar Biglari and Philip Cooley are members of the Issuer’s Board of Directors. Messrs. Biglari and Cooley were elected to the Board of Directors at the 2008 annual meeting of stockholders (the “2008 Annual Meeting”) in an election contest commenced by the Lion Fund and its affiliates after expressing concerns with the business, operations and future plans of the Issuer. Messrs. Biglari and Cooley continue to have certain concerns with the Issuer, as discussed in more detail in prior amendments to this Schedule 13D.

The New Reporting Persons are disappointed with the interim changes to the management structure announced by the Issuer shortly after the 2008 Annual Meeting. As a result, the New Reporting Persons have formed a group with the Lion Fund and its affiliates in their capacities as stockholders in order to seek to persuade the Board of Directors of the Issuer to take such action the group deems is necessary. The activities of the Reporting Persons in connection with the Issuer are governed by the terms of the Agreement.

The Reporting Persons acquired their securities of the Issuer for investment purposes. The Reporting Persons continue to evaluate the business prospects of the Issuer, as well as its present and future intentions. The Reporting Persons may from time to time communicate with management, with members of the Board of Directors, or with other stockholders of the Issuer in accordance with the terms of the Agreement.

The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time, or to formulate other purposes, plans or proposals regarding the Issuer or such securities, to the extent deemed advisable in light of their general investment policies, market conditions or other factors and in accordance with the Agreement.

CUSIP NO. 857873-10-3

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. In their capacities as directors of the Issuer, Messrs. Biglari and Cooley may discuss with other members of the Board of Directors plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D (the “Item 4 Discussions”). Pursuant to the Agreement, Messrs. Biglari and Cooley have agreed not to share with the New Reporting Persons any information they may obtain in their capacities as directors of the Issuer, which would encompass any of their Item 4 Discussions with other members of the Board, and the New Reporting Persons have agreed that they will not ask Messrs. Biglari or Cooley for any information relating to the Issuer they receive in their capacities as directors of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a-e) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 3,135,427 Shares or approximately 11.0% of the outstanding Shares of the Issuer, based upon the 28,492,799 Shares outstanding as of January 21, 2008, according to the Issuer’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on February 21, 2008. The 3,135,427 Shares reported herein as beneficially owned by the Reporting Persons consist of the following: (1) 941,200 Shares held directly by the Lion Fund, (2) 1,467,445 Shares held directly by Western Acquisitions, (3) 13,300 Shares held directly by Dr. Cooley, (4) 3,000 Shares held directly by Dr. Cooley’s spouse which Dr. Cooley may also be deemed to beneficially own, (5) 17,720 Shares held by S. Sue Aramian through the S. Sue Aramian Revocable Trust, of which she is the sole trustee, (6) 106,862 Shares held by Martha Aramian through the Martha Aramian Revocable Trust, of which she is the sole trustee, (7) 81,903 Shares held by Charles E. Arnett and Virginia Arnett through the Charles E. Arnett Revocable Living Trust, of which Charles and Virginia Arnett are co-trustees, (8) 27,170 Shares held by Gary A. Ruben through the Gary Ruben Revocable Trust, of which Gary and Irene Ruben are co-trustees, (9) 10,708 Shares held by Irene Ruben through the Irene Ruben Revocable Trust, of which Irene and Gary A. Ruben are co-trustees, (10) 30,000 Shares held by Natasha Sedaghat, (11) 300,000 Shares held by Parvindokht Sedaghat and Shapour Sedaghat through the Sedaghat Family Trust, of which Parvindokht and Shapour Sedaghat are co-trustees, (12) 101,669 Shares held by Shawn Sedaghat and (13) 34,450 Shares held by Tim Taft.

Each of the Lion Fund, BCC, Sardar Biglari, WSC, Western Acquisitions, Western Investments and Philip Cooley may be deemed to have the shared power to direct the vote of 2,424,945 Shares.

CUSIP NO. 857873-10-3

Sardar Biglari, by virtue of the Agreement described in further detail in Item 6, may be deemed to have the sole power to direct the vote of the 710,482 Shares owned in the aggregate by the New Reporting Persons.

Each of Lion Fund, BCC, Sardar Biglari, WSC, Western Acquisitions, Western Investments and Philip Cooley may be deemed to have the shared power to direct the disposition of 2,424,945 Shares.

S. Sue Aramian, as sole trustee of the S. Sue Aramian Revocable Trust, may be deemed to have the sole power to direct the disposition of the 17,720 Shares held by her through the S. Sue Aramian Revocable Trust.

Martha Aramian, as sole trustee of the Martha Aramian Revocable Trust, may be deemed to have the sole power to direct the disposition of the 106,862 Shares held by her through the Martha Aramian Revocable Trust.

Charles E. Arnett and Virginia Arnett, as co-trustees of the Charles E. Arnett Revocable Living Trust, may be deemed to have the shared power to direct the disposition of the 81,903 Shares held by them through the Charles E. Arnett Revocable Living Trust.

Gary A. Ruben and Irene Ruben, as co-trustees of the Gary Ruben Revocable Trust, may be deemed to have the shared power to direct the disposition of the 27,170 Shares held by them through the Gary Ruben Revocable Trust.

Gary A. Ruben and Irene Ruben, as co-trustees of the Irene Ruben Revocable Trust, may be deemed to have the shared power to direct the disposition of the 10,708 Shares held by them through the Irene Ruben Revocable Trust.

Natasha Sedaghat may be deemed to have the sole power to dispose of the 30,000 Shares held by her.

Parvindokht Sedaghat and Shapour Sedaghat, as co-trustees of the Sedaghat Family Trust, may be deemed to have the shared power to direct the disposition of the 300,000 Shares held by them through the Sedaghat Family Trust.

Shawn Sedaghat may be deemed to have the sole power to dispose of the 101,669 Shares held by him.

Tim Taft may be deemed to have the sole power to dispose of the 34,450 Shares held by him.

Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of such transactions were effected in the open market, unless otherwise noted.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares except for Dr. Cooley’s spouse with respect to the 3,000 Shares she owns directly. The Reporting Persons specifically disclaim beneficial ownership of the Shares reported herein except to the extent of their pecuniary interest therein.

CUSIP NO. 857873-10-3

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On April 15, 2008, the Reporting Persons entered into an Agreement pursuant to which, among other things, the Reporting Persons agreed to form a group for the purpose of seeking to persuade the Issuer’s Board of Directors to take such action as the Reporting Persons deem necessary. The Agreement governs the activities of the Reporting Persons with respect to their investment in the Issuer. Pursuant to the Agreement, Sardar Biglari has the power to direct the voting of the Shares held by the New Reporting Persons. The Agreement terminates upon the certification of the final results of the 2009 Annual Meeting of Stockholders of the Issuer, unless sooner terminated in writing by the parties to the Agreement directly owning more than 50% of the Shares subject to the Agreement. A copy of the Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1.

Agreement dated April 15, 2008 by and among The Lion Fund, L.P., Western Sizzlin Corp., Biglari Capital Corp., Western Acquisitions L.P., Western Investments Inc., Sardar Biglari, Philip Cooley, S. Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Natasha Sedaghat, Parvindokht Sedaghat, Shapour Sedaghat, Shawn Sedaghat and Tim Taft (filed herewith as Exhibit 99.1).

CUSIP NO. 857873-10-3

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 15, 2008	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

	WESTERN ACQUISITIONS L.P.

	By:	Western Investments Inc. General Partner

	By:	/s/ Sardar Biglari
		Sardar Biglari, Chief Executive Officer

	WESTERN INVESTMENTS INC.

	By:	/s/ Sardar Biglari
		Sardar Biglari, Chief Executive Officer

	/s/ Sardar Biglari
	SARDAR BIGLARI

	WESTERN SIZZLIN CORP.

	By:	/s/ Sardar Biglari
		Sardar Biglari, Chief Executive Officer

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Philip L. Cooley

CUSIP NO. 857873-10-3

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for S. Sue Aramian

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Martha Aramian

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Charles E. Arnett

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Virginia Arnett

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Gary A. Ruben

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Irene Ruben

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Natasha Sedaghat

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Parvindokht Sedaghat

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Shapour Sedaghat

CUSIP NO. 857873-10-3

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Shawn Sedaghat

	/s/ Sardar Biglari
	SARDAR BIGLARI As Attorney In Fact for Tim Taft

SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty Days

Class of

Security

Securities

Purchased

Price Per

Share ($)

Date

of Purchase

Tim Taft

Common Stock	100	9.1299	02/26/08
Common Stock	7,900	8.2800	03/03/08
Common Stock	1,200	8.2700	03/03/08
Common Stock	300	8.3000	03/03/08
Common Stock	4,350	8.2500	03/24/08
Common Stock	10,000	8.2000	03/28/08
Common Stock	700	7.8300	04/01/08
Common Stock	300	7.8200	04/01/08
Common Stock	200	7.8075	04/01/08
Common Stock	5,300	7.8600	04/01/08
Common Stock	1,800	7.8400	04/01/08
Common Stock	900	7.8500	04/01/08
Common Stock	800	7.8100	04/01/08

Philip L. Cooley

Common Stock

1,000*

03/12/08

Shapour Sedaghat

Common Stock	43,043	7.3800	04/09/08
Common Stock	45,316	7.6460	04/10/08
Common Stock	101,221	7.4990	04/11/08
Common Stock	20,720	7.3480	04/14/08

_______________

* Shares granted to Dr. Cooley in his capacity as a director of the Issuer pursuant to the Issuer’s 2008 Equity Incentive Plan. The restriction on transfer for these Shares expires on March 12, 2011.

Shawn Sedaghat

Common Stock

21,669

7.2899

04/15/08

EX-99.1 2 ex99to13da906824004_04152008.htm AGREEMENT ex99to13da906824004_04152008.htm

Exhibit 99.1

AGREEMENT

AGREEMENT (this “Agreement”), dated April 15, 2008, is entered into by and among The Lion Fund, L.P., a Delaware limited partnership (“Lion Fund”), Western Sizzlin Corp., a Delaware corporation, Biglari Capital Corp., a Texas corporation, Western Acquisitions L.P., a Delaware limited partnership, Western Investments Inc., a Delaware corporation, Sardar Biglari and Philip Cooley (collectively, the “Biglari Stockholders”) and S. Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Natasha Sedaghat, Parvindokht Sedaghat, Shapour Sedaghat, Shawn Sedaghat and Tim Taft (collectively, the “Other Stockholders”). Each of the Biglari Stockholders and the Other Stockholders are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings attributed to such terms in Section 4.06 hereof or elsewhere in this Agreement.

WHEREAS, the Biglari Stockholders are members of a group with respect to their investment in The Steak n Shake Company (the “Company”);

WHEREAS, the Biglari Stockholders, as members of a group, are deemed to beneficially own an aggregate of 2,424,945 shares of common stock (the “Common Stock”) of the Company, constituting 8.5% of the outstanding shares of Common Stock as of the date hereof;

WHEREAS, the Biglari Stockholders previously commenced a solicitation of proxies to elect Sardar Biglari and Philip Cooley to the Board of Directors of the Company at the 2008 Annual Meeting of Stockholders of the Company held on March 7, 2008 (the “2008 Annual Meeting”);

WHEREAS, Sardar Biglari and Philip Cooley were elected to the Board of Directors of the Company by the stockholders at the 2008 Annual Meeting;

WHEREAS, the Other Stockholders acknowledge that Sardar Biglari and Philip Cooley are directors of the Company and have fiduciary duties to the Company and, accordingly, Messrs. Biglari and Cooley cannot and will not share with the Other Stockholders any information relating to the Company they receive in their capacities as directors of the Company;

WHEREAS, the Other Stockholders are disappointed with the changes to the management structure announced by the Company shortly after the 2008 Annual Meeting and believe that management and operational changes are necessary in order to enhance stockholder value;

WHEREAS, the Parties wish to form a group for the purpose of acting in concert with one another in their capacities as stockholders in order to seek to persuade the Board of Directors of the Company to take such action the Parties deem is necessary to maximize stockholder value;

WHEREAS, as a result of the formation of a group, the Parties will be deemed to beneficially own approximately 11.0% of the outstanding shares of Common Stock and will therefore be subject to various reporting and other requirements and restrictions under Applicable Law;

NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, the Parties hereto, desiring to be legally bound, hereby agree as follows:

ARTICLE I

General

Section 1.01 Purpose. (a) The Other Stockholders are disappointed with the changes to the management structure recently announced by the Company shortly after the 2008 Annual Meeting and believe that management and operational changes are necessary in order to enhance stockholder value. The Parties agree to form a group for the purpose of acting in concert with one another in their capacities as stockholders of the Company in order to seek to persuade the Board of Directors of the Company to take such action the Parties deem is necessary to maximize stockholder value and agree to do so on the terms and conditions set forth in this Agreement.

(b) The Parties hereby agree that they will be referred to as “The Committee to Enhance Steak n Shake” (the “Committee”) for the purposes set forth in this Section 1.01 and that Sardar Biglari shall be the Chairman of the Committee.

Section 1.02 Identity and Holdings of Parties. (a) Each of the Parties represents and warrants that Schedule I attached hereto sets forth all of the Securities held by him/her/it as of the date hereof and that he/she/it owns all right, title and interest in the Securities listed next to his/her/its name on Schedule I attached hereto free and clear of all liens, claims, encumbrances and interests (by participation or otherwise) of others and has not hedged, acquired a put or otherwise shifted his/her/its risk of loss with respect to such Securities and is subject to all risk of loss in respect of such Securities and is not in possession of and has not acquired any contractual or derivative right to accomplish such a shifting of economic loss.

(b) Except for the Securities set forth on Schedule I attached hereto, each of the Parties represents that neither he/she/it nor any of their respective affiliates has any beneficial ownership of any Securities, directly or indirectly.

(c) Each of the Parties represents that he/she/it owns and has the right to vote or cause to be voted, or holds voting control and has the right to vote or cause to be voted, the number of shares of Common Stock set forth opposite his/her/its name on Schedule I attached hereto.

(d) Each of the Parties represents that he/she/it has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than that certain Joint Filing and Solicitation Agreement by and among the Biglari Stockholders dated August 16, 2007, as subsequently amended, or one that has expired or terminated prior to the date hereof.

Section 1.03 No Partnership or Agency. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency or fiduciary relationship or taxable entity between or among the Parties, nor shall any Party have the right, power or authority to create any obligations or duty, express or implied, on behalf of any other Party hereto, it being understood that the Parties are independent contractors vis-à-vis one another. No Party shall have any indemnification obligation or any liability for the repayment or discharge of any debts or obligations of any other Party by virtue of this Agreement except as expressly provided herein. For the avoidance of doubt, there are no profit-sharing or similar arrangements among the Parties with respect to the Securities (whether now owned or hereafter acquired), the matters contemplated hereunder or otherwise and each Party shall continue to have the sole and exclusive right to any and all gains, profits, dividends, distributions or other sums or amounts (in cash or in kind), and shall be solely and exclusively subject to any loss, in each case on, arising from or relating to, his/her/its Securities.

Section 1.04 Other Activities. (a) No Party will, or will cause his/her/its affiliates to, “act in concert” (as contemplated in Rule 10b-18(a)(3)(i) of the Exchange Act) or otherwise directly or indirectly seek to form a group with any person with respect to the Company or any Securities other than with the Parties hereto or persons, if any, that become parties hereto in accordance with the terms of this Agreement.

(b) None of the Other Stockholders nor any of his/her/its affiliates will enter into any agreement with the Company or any of its officers, directors (other than Sardar Biglari or Philip Cooley), or affiliates without the prior written consent of Sardar Biglari. None of the Other Stockholders nor any of his/her/its affiliates will meet with, or have discussions with, any officers, directors (other than Messrs. Biglari or Cooley), or affiliates of the Company without the prior written consent of Sardar Biglari.

(c) The Parties agree that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Parties in connection with the Parties’ activities shall be first approved by Sardar Biglari.

ARTICLE II

Agreements with respect to Securities

Section 2.01 Transactions with respect to Securities. (a) Each Party hereby agrees that he/she/it will notify Sardar Biglari by facsimile or email within 24 hours after any Transfer or acquisition of any Securities (whether now owned or hereafter acquired). Each Party acknowledges and agrees that the Parties hereto may refrain from acquiring additional Securities and that no such acquisition will be required by this Agreement. If an affiliate of a Party acquires any Securities, such Party shall cause such affiliate to agree in writing, for the benefit of all of the Parties, to be subject to the terms of this Agreement as if it were a party hereto.

(b) Each of the Parties agrees to vote or to cause to be voted all shares of Common Stock he/she/it beneficially owns (whether now owned or hereafter acquired) as Sardar Biglari directs on all matters submitted to a vote of the stockholders of the Company.

Section 2.02 Regulatory Reporting and Restrictions. The Parties acknowledge that by virtue of this Agreement, each Party will be deemed to beneficially own approximately 11.0% of the outstanding shares of Common Stock. Accordingly, the Parties specifically acknowledge and agree that they will each be subject to the reporting requirements of Section 13(d) and Section 16(a) of the Exchange Act and the short-swing profit restrictions of Section 16(b) of the Exchange Act as long as they are subject to this Agreement and potentially for a period of time after they are no longer subject to this Agreement. The Parties also acknowledge that by virtue of this Agreement, the Parties may in the future become subject to certain filing and notice requirements under the IBCL. In connection with such filings, the following shall apply:

(a) In accordance with Rule 13d-1(k)(1)(iii) under the Exchange Act, each Party agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Securities. Each Party shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning any other Party, unless such Party knows or has reason to know that such information is inaccurate.

(b) In accordance with Section 16(a) under the Exchange Act, each Party agrees to timely file a Form 3 and any subsequent Form 4 required to be filed in connection with any acquisition or Transfer of Securities.

(c) Simultaneously with the execution of this Agreement, each Party shall sign a power of attorney, the form of which is attached hereto as Exhibit A, appointing Sardar Biglari as his/her/its true and lawful attorney-in-fact to take specified action in connection with each Party’s investment in the Company including, but not limited to, executing and filing on behalf of each Party all Section 13(d) and Section 16(a) filings with the Securities and Exchange Commission and any filings and notices that may in the future be required under the IBCL in order to ensure that the Parties comply with their reporting obligations described in this Section 2.02.

ARTICLE III

Additional Matters

Section 3.01 Confidential Information. (a) The Other Stockholders acknowledge that Sardar Biglari and Philip Cooley are directors of the Company and have fiduciary duties to the Company and, accordingly, they will not ask Messrs. Biglari or Cooley for any information relating to the Company they receive in their capacities as directors of the Company. Neither Sardar Biglari nor Philip Cooley will share with the Other Stockholders any information he may obtain in his capacity as a director of the Company.

(b) The Other Stockholders agree that they will not, without the prior written consent of Sardar Biglari, disclose to or discuss with any other person who is not a party to this Agreement any matters relating to the Committee, including oral or written communications on the strategy or business of the Committee or any other information relating to the Company discussed by the Committee that is not already available to the public.

Section 3.02 Representation Letters. Each of the Other Stockholders has completed and returned to Sardar Biglari a Representation Letter in the form provided by Mr. Biglari or has orally provided the information required to be disclosed in the Representation Letter to Mr. Biglari or his counsel. Each of the Other Stockholders represents and warrants that the responses (whether written or oral) in his/her/its Representation Letter are accurate and complete as of the date hereof and undertakes to promptly notify Sardar Biglari in the event that any change occurs which renders materially inaccurate or incomplete any of the information provided thereunder.

Section 3.03 Compliance with Law. Each Party shall conduct his/her/its activities in accordance with Applicable Law.

Section 3.04 Expenses. Each Party shall be responsible for paying all of his/her/its own costs and expenses incurred in connection with the matters contemplated by this Agreement.

Section 3.05 Legal Counsel. The Parties acknowledge and agree that Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan Grundman”) shall act as counsel for both the Committee and the Biglari Stockholders relating to their investment in the Company. The Parties acknowledge and agree that the legal representation by Olshan Grundman of both the Committee and the Biglari Stockholders shall not in any way be deemed a waiver of the Biglari Stockholders’ right to enforce the terms of this Agreement in the event of any breach or threatened breach of this Agreement by the Other Stockholders.

Section 3.06 Indemnification. (a) Lion Fund agrees to indemnify and hold each of the Other Stockholders harmless against any and all claims of any nature, whenever brought, arising from the activities of the Parties described in Section 1.01(a), irrespective of the outcome; provided, however, that the Other Stockholders will not be entitled to indemnification for claims arising from activities that occur after this Agreement has been terminated in accordance with its terms or for claims arising from their own criminal actions, fraud, negligence, bad faith, willful misconduct or actions which are in violation of this Agreement or Applicable Law. This indemnification will include any and all (each, a “Loss”) losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by any of the Other Stockholders, directly or indirectly, as a result of or arising from the activities of the Parties described in Section 1.01(a). For the avoidance of doubt and without limiting the generality of the foregoing, no Other Stockholder will be entitled to seek reimbursement from Lion Fund or any other Party to this Agreement for any short swing profits that he/she/it may be required to disgorge to the Company under Section 16(b) of the Exchange Act.

(b) In the event of a claim against any of the Other Stockholders pursuant to the prior paragraph or the occurrence of a Loss, the Other Stockholder shall give Lion Fund written notice of such claim or Loss. Upon receipt of such written notice, Lion Fund will provide the Other Stockholder with counsel to represent the Other Stockholder. Such counsel shall be reasonably acceptable to the Other Stockholder. In addition, the Other Stockholder will be reimbursed promptly for all Losses suffered by him/her/it and as incurred as provided herein. Lion Fund may not enter into any settlement of loss or claim without the Other Stockholder’s consent unless such settlement includes a release of the Other Stockholder from any and all liability in respect of such claim. Lion Fund will not be responsible for fees, costs or expenses of separate counsel retained by the Other Stockholder. The Other Stockholder may not enter into any settlement of loss or claim without the written consent of Lion Fund, which consent will not be unreasonably withheld.

ARTICLE IV

Miscellaneous

Section 4.01 General. This Agreement may not be assigned by any Party without the prior written consent of each of the other Parties hereto. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) through the use of separate signature pages or in any number of counterparts and all such counterparts shall be deemed one and the same instrument.

Section 4.02 Amendments. The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the Parties hereto. Notwithstanding anything to the contrary contained herein, this Agreement may be amended to (a) add any Person as a Party hereto which shall become effective upon execution of an appropriate joinder agreement signed by Sardar Biglari and such Person, or (b) terminate any Person as a Party hereto which shall be effective upon delivery of an appropriate written notice from Sardar Biglari to such Person.

Section 4.03 Choice of Law. Notwithstanding the place where this Agreement may be executed by any of the Parties hereto, the Parties expressly agree that all of the terms and provisions hereof shall be construed in accordance with the laws of the State of Texas. In the event of any dispute arising out of the provisions of this Agreement, the Parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts located in the City of San Antonio, Texas.

Section 4.04 Termination; Survival. This Agreement shall remain in effect until the certification of the final results of the 2009 Annual Meeting of Stockholders of the Company, unless sooner terminated in writing by the Parties directly owning more than 50% of the shares of Common Stock subject to this Agreement. The provisions of Sections 4.01 through 4.12 and Sections 2.02, 3.01, 3.04 and 3.05 hereof shall survive the termination of this Agreement indefinitely. The provisions of Section 3.06 hereof shall survive for a period of two (2) years following the termination of this Agreement.

Section 4.05 Notices. Each notice or other communication relating to this Agreement shall be in writing and delivered by email, by facsimile or by hand except as expressly provided herein. All such communications sent to any Party shall be sent to such Party at the email address, facsimile number or address set forth with respect to such Party on Schedule I attached hereto. A notice or communication shall be deemed to have been effectively given on the date it was received at the proper email address, facsimile number or address; provided, that any such notice or communication so received after 6:00 pm (NY time) will be deemed to have been received on the following business day.

Section 4.06 Certain Definitions. For purposes of this Agreement:

(a) The term “affiliate” shall have the meaning set forth in Rule 12b-2 of the Exchange Act.

(b) The term “Applicable Law” shall mean any provision of any applicable statute, rule or regulation, including without limitation, the Exchange Act, the IBCL, the rules of any applicable governmental agency or regulatory body, the rules of any national securities exchange or market, or the rules of any self regulatory organization or association.

(d) The term “person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture or other entity, including the media.

(e) The term “IBCL” shall mean the Indiana Business Corporation Law.

(f) The term “Securities” shall mean any shares of common stock or other equity securities issued by the Company, any convertible instruments, rights such as options, whether or not traded on an exchange, to purchase or sell equity securities of the Company and any swaps, synthetics, derivative securities, instruments or interests, the value of which is related to, or measured by reference to, equity securities of the Company.

(g) The term “Transfer” shall mean any direct or indirect (i) sale, assignment, conveyance, grant of participation or similar interest, pledge, hypothecation, subjecting to any lien, claim or encumbrance or other disposition, of Securities, or (ii) hedge, acquisition of a put or other shifting of the risk of loss with respect to Securities, or (iii) possession or acquisition of any contractual or derivative right to accomplish any of the foregoing.

Section 4.07 Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. The words “beneficial ownership” and “owned beneficially” and words of similar import when used in this Agreement shall be deemed to mean “beneficial ownership” as defined in Rule 13d-3 promulgated under the Exchange Act. The word “group” when used in this Agreement shall have the meaning set forth in Section 13(d)(3) of the Exchange Act. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 4.08 Consultation with Counsel. Each of the Other Stockholders represents that he/she/it has consulted with counsel of his/her/its own choosing in connection with the negotiation and execution of this Agreement or has knowingly chosen not to do so.

Section 4.09 Sophisticated Investor. The Other Stockholders hereby acknowledge that they are sophisticated investors, have adequate information concerning the business and financial condition of the Company and have independently, and without reliance upon any assurances by the Biglari Stockholders, made their own analysis and decision to enter into this Agreement and to be subject to the restrictions set forth herein. The Other Stockholders acknowledge that they have not been given advice or assurances by the Biglari Stockholders as to whether their decision to enter into this Agreement is prudent and understand that the activities contemplated by this Agreement may not necessarily result in the appreciation of their investment in the Company.

Section 4.10 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provisions is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 4.11 Specific Performance. The Parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity.

Section 4.12 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties hereto relating to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

	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

	WESTERN ACQUISITIONS L.P.

	By:	Western Investments Inc. General Partner

	By:	/s/ Sardar Biglari
		Sardar Biglari, Chief Executive Officer

	WESTERN INVESTMENTS INC.

	By:	/s/ Sardar Biglari
		Sardar Biglari, Chief Executive Officer

	WESTERN SIZZLIN CORP.

	By:	/s/ Sardar Biglari
		Sardar Biglari, Chief Executive Officer

	/s/ Sardar Biglari
	SARDAR BIGLARI

	/s/ Philip L. Cooley
	PHILIP L. COOLEY

	/s/ Sue Aramian
	SUE ARAMIAN

	/s/ Martha Aramian
	MARTHA ARAMIAN

	/s/ Charles E. Arnett
	CHARLES E. ARNETT

	/s/ Virginia Arnett
	VIRGINIA ARNETT

	/s/ Gary A. Ruben
	GARY A. RUBEN

	/s/ Irene Ruben
	IRENE RUBEN

	/s/ Natasha Sedaghat
	NATASHA SEDAGHAT

	/s/ Parvindokht Sedaghat
	PARVINDOKHT SEDAGHAT

	/s/ Shapour Sedaghat
	SHAPOUR SEDAGHAT

	/s/ Shawn Sedaghat
	SHAWN SEDAGHAT

	/s/ Tim Taft
	TIM TAFT

Schedule I

Stockholder	Notice Information	Shares Beneficially Owned	Derivative Securities Owned
The Lion Fund, L.P.		2,424,945	0
Biglari Capital Corp.		2,424,945	0
Sardar Biglari		2,424,945	0
Western Acquisitions L.P.		2,424,945	0
Western Investments Inc.		2,424,945	0
Western Sizzlin Corp.		2,424,945	0
Philip L. Cooley		2,424,945	0

Stockholder

Notice Information

Shares Beneficially Owned

Derivative

Securities Owned

Sue Aramian	17,720 (held in the S. Sue Aramian Revocable Trust)	0

Martha Aramian	106,862 (held in the Martha Aramian Revocable Trust)	0

Charles E. Arnett	81,903 (held in the Charles E. Arnett Revocable Living Trust; co-trustee with Virginia Arnett)	0

Virginia Arnett	81,903 (held in the Charles E. Arnett Revocable Living Trust; co-trustee with Charles Arnett)	0

Gary A. Ruben	37,878 (27,170 shares held in the Gary Ruben Revocable Trust; co-trustee with Irene Ruben) (10,708 shares held in the Irene Ruben Revocable Trust; co-trustee with Irene Ruben)	0

Stockholder

Notice Information

Shares Beneficially Owned

Derivative

Securities Owned

Irene Ruben	37,878 (27,170 shares held in the Gary Ruben Revocable Trust; co-trustee with Gary A. Ruben) (10,708 shares held in the Irene Ruben Revocable Trust; co-trustee with Gary A. Ruben)	0

Natasha Sedaghat	30,000	0

Parvindokht Sedaghat	300,000 (held in the Sedaghat Family Trust; co-trustee with Shapour Sedaghat)	0

Shapour Sedaghat	300,000 (held in the Sedaghat Family Trust; co-trustee with Parvindokht Sedaghat)	0

Shawn Sedaghat	101,669	0

Tim Taft	34,450	0

Exhibit A

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Sardar Biglari, signing singly, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the investment by the undersigned and the other members of the Group (defined below) in the securities of The Steak N Shake Company (“Steak N Shake”), including, without limitation, all filings on Schedule 13D (as defined below) to the extent required under applicable law, all filings on Forms 3, 4 and 5 (as defined below) to the extent required under applicable law, all filings and notices under the Indiana Business Corporation Law to the extent required, and all other matters related, directly or indirectly, to Steak N Shake (together, the “Investment”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned all Schedules 13D (“Schedule 13D”) required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the Investment;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 (“Forms 3, 4 and 5”) required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the Investment;

3. executing for and on behalf of the undersigned all authentication documents required to be submitted to the United States Securities and Exchange Commission (the “SEC”) in connection with obtaining the electronic Form ID required to generate the undersigned’s EDGAR access codes;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Investment which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the 10th business day following termination of the Agreement dated April 15, 2008, by and among The Lion Fund, L.P., Western Sizzlin Corp., Biglari Capital Corp., Western Acquisitions L.P., Western Investments Inc., Sardar Biglari, Philip Cooley, Sue Aramian, Martha Aramian, Charles E. Arnett, Virginia Arnett, Gary A. Ruben, Irene Ruben, Natasha Sedaghat, Parvindokht Sedaghat, Shapour Sedaghat, Shawn Sedaghat and Tim Taft (the “Group”), as may be amended from time to time.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of April, 2008.