form8k111208.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): November 10, 2008
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THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
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INDIANA
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0-8445
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37-0684070
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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|
Identification
No.)
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| |
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36
S. Pennsylvania Street, Suite 500
Indianapolis,
Indiana
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46204
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(Address
of principal executive offices)
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(Zip
Code)
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| |
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Registrant's
telephone number, including area code: (317)
633-4100
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02 RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
On November
10,
2008, The Steak n Shake Company (the "Company") issued a Press Release
announcing its full year and fiscal fourth quarter 2008 results. The
Company's earnings release is attached as Exhibit 99.1 and the information
set
forth therein is incorporated herein by reference and constitutes a part of
this
report.
The
Company
is furnishing the information contained in this report, including the Exhibit,
pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange
Commission (the "SEC"). This information shall not be deemed to be "filed"
with
the SEC or incorporated by reference into any other filing with the SEC. By
filing this report on Form 8-K and furnishing this information, the Registrant
makes no admission as to the materiality of any information in this report,
including the Exhibits.
Item
5.02
DEPARTURE OF DIRECTORS
OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On
November 10, 2008, William Regan was appointed to the Company's Board of
Directors. Mr. Regan is a graduate of the United States Air Force Academy
and the University of Wisconsin-Madison, where he earned his Ph.D in
Finance. Mr. Regan most recently served as Chief Financial Officer and Vice
President, Corporate Services for California Independent System Operator
Corporation. He formerly held senior finance positions with Entergy Corporation
and United Services Automobile Associations. No transactions occurred since
the
beginning of the Company's last fiscal year to which the Company was a party
in
which Mr. Regan had or is to have a direct or indirect material
interest.
On
November 10, 2008 Geoffrey Ballotti resigned from the Company's Board of
Directors in compliance with his new employer's policy prohibiting its
executives from serving on the Boards of Directors of other public
companies.
Item
7.01
REGULATION FD DISCLOSURE
The
Company has revised the plans communicated in the Chairman's Letter dated
October 21, 2008 regarding the Prudential debt facility. The Company and
Prudential are discussing waiving or extending the collateral obligation and
continuing the relationship. Accordingly, the Company anticipates paying
down a pro rata portion of both the Prudential facility and the line of
credit it maintains with Fifth Third Bank. Fifth Third also plan
to extend the line of
credit.
Item
9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
99.1 Press
Release, dated November 10, 2008, issued by the Company
SIGNATURES
Pursuant
to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
THE
STEAK N SHAKE
COMPANY
By:
/s/
Duane E.
Geiger
Duane
E.
Geiger
Interim
Chief Financial Officer, Vice President and Controller
Dated:
November 12, 2008