SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.2)
Western Sizzlin Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
959542101
--------------------------------------------------------------------------------
(CUSIP Number)
Sardar Biglari
The Lion Fund, L.P.
9311 San Pedro Avenue, Suite 1440
San Antonio, Texas 78216
Telephone (210) 344-3400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [x].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 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 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. 959542101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lion Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
583,690
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
583,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 959542101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari Capital Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
583,690
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
583,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 959542101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari, Sardar
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF,WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,000
8. SHARED VOTING POWER
583,690
9. SOLE DISPOSITIVE POWER
2,000
10. SHARED DISPOSITIVE POWER
583,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 959542101
---------------------
________________________________________________________________________________
Item 1. Security and Issuer.
No change.
________________________________________________________________________________
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by (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,
(collectively, the "Reporting Persons").
The principal business address of the Reporting Persons is 9311 San Pedro
Avenue, Suite 1440, San Antonio, Texas 78216.
Sardar Biglari is the Chairman and Chief Executive Officer of BCC, an
investment management firm that serves as the general partner to the Lion Fund.
The principal business of the Lion Fund is purchasing, holding and selling
securities for investment purposes. On December 1, 2005, Sardar Biglari became a
Director of the Issuer and member of its Board of Directors.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the 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.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The total cost for the Shares that the Reporting Persons may be deemed to
beneficially own is $3,631,497.
The funds for the purchase of the Shares beneficially owned by the Lion
Fund, BCC and Sardar Biglari came from the working capital of the Lion Fund. The
Shares beneficially owned solely by Sardar Biglari were acquired as a result of
options being issued by the Issuer. No consideration was exchanged for such
options.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes (including certain leverage
arrangements) in the ordinary course of business.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Sardar Biglari is the Chairman of the Issuer's Board of Directors. On July
11, 2006, the Board of Directors of the Issuer delegated authority to Mr.
Biglari to make capital allocation and investment decisions concerning the
Issuer's surplus cash (defined as those funds in excess of operating capital
requirements).
The Reporting Persons intend to evaluate the business prospects of the
Issuer, as well as its present and future intentions. In connection with such
evaluation, the Reporting Persons may from time to time consult with management
and other shareholders of the Issuer.
Except as set forth above, the Reporting Persons have no present plans or
intentions that would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
_______________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, each of the Lion Fund and BCC may be deemed to be
the beneficial owner of 583,690 Shares or 34.3% of the Shares of the Issuer,
based upon 1,700,216* Shares outstanding as of November 9, 2006, according to
the Issuer's most recent Form 10-Q and supplemental information given to the
Reporting Persons by the Issuer's Chief Financial Officer. On August 10, 2006,
the Issuer effected a 1 for 10 reverse stock split. As of the date hereof,
Sardar Biglari may be deemed to be the beneficial owner of 585,690 Shares or
34.4% of the Shares of the Issuer, based upon the 1,700,218** Shares outstanding
as of November 9, 2006, according to the Issuer's most recent Form 10-Q and
supplemental information given to the Reporting Persons by the Issuer's Chief
Financial Officer.
----------
* The number of outstanding Shares is based on 1,191,850 Shares outstanding
as of November 9, 2006, adjusted for (i) the rights exercised by the
Reporting Persons, (ii) the rights that the Issuer has informed the
Reporting Persons have been exercised by other shareholders, and (iii) the
rights to purchase shares held by the Reporting Persons.
** The number of outstanding Shares is based on 1,191,850 Shares outstanding
as of November 9, 2006, adjusted for (i) the rights exercised by the
Reporting Persons, (ii) the rights that the Issuer has informed the
Reporting Persons have been exercised by other shareholders, (iii) the
rights to purchase shares held by the Reporting Persons and (iv) the
options held by Sardar Biglari.
The Lion Fund and BCC have the sole power to vote or direct the vote of 0
Shares and the shared power to vote or direct the vote of 583,690 Shares. Sardar
Biglari has the sole power to vote or direct the vote of 10,000 Shares and the
shared power to vote or direct the vote of 583,690 Shares.
The Lion Fund and BCC have the sole power to dispose or direct the
disposition of 0 Shares and the shared power to dispose or direct the
disposition of 583,690 Shares. Sardar Biglari has the sole power to dispose or
direct the disposition of 2,000 Shares and the shared power to dispose or direct
the disposition of 583,690 Shares.
The trading date, number of Shares purchased and the price per share for
all transactions in the Shares in the last 60 days are set forth in Exhibit B
and were effected in privately negotiated transactions.
The aforementioned Shares were acquired for investment purposes. The Lion
Fund may acquire additional Shares, dispose of all or some of these Shares from
time to time, in each case in open market or private transactions, block sales
or purchases or otherwise, or may continue to hold the Shares.
The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interest therein.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as required by
Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.
B. A description of the transactions in the securities of the Issuer that
were effected by the Reporting Persons in the last 60 days is filed herewith as
Exhibit B.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 22, 2006
-----------------------
(Date)
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
SARDAR BIGLARI
/s/ Sardar Biglari
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated November 22, 2006
relating to the Common Stock par value $0.01 of Western Sizzlin Corp. shall be
filed on behalf of the undersigned.
November 22, 2006
-----------------------
(Date)
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
SARDAR BIGLARI
/s/ Sardar Biglari
Exhibit B
Transactions in Shares -- The Reporting Persons
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
11/17/06 75,000 $8.52
Transactions in Rights -- The Reporting Persons
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
11/17/06 75,000 $8.52
Exercise of the Rights -- The Reporting Persons
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
11/21/06 88,450 $7.00
11/21/06 56,113 $7.00
SK 25298 0001 723905