SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.3)
Western Sizzlin Corp.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
959542101
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(CUSIP Number)
Sardar Biglari
The Lion Fund, L.P.
9311 San Pedro Avenue, Suite 1440
San Antonio, Texas 78216
Telephone (210) 344-3400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 2006
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(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.
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(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
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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
583,517
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
583,517
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,517
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.08%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 959542101
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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
583,517
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
583,517
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,517
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.08%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 959542101
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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
583,517
9. SOLE DISPOSITIVE POWER
2,000
10. SHARED DISPOSITIVE POWER
583,517
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,517
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.16%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 959542101
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Item 1. Security and Issuer.
No change.
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Item 2. Identity and Background.
No change.
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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 $4,875,059.
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.
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Item 4. Purpose of Transaction.
No change.
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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 583,517* Shares or 34.08% of the Shares of the
Issuer, based upon 1,712,112** 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. As of
the date hereof, Sardar Biglari may be deemed to be the beneficial owner of
585,517 Shares or 34.16% of the Shares of the Issuer, based upon the
1,714,112*** 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.
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* This Amendment is being filed to reflect the most recent purchases by the
Reporting Persons, as well as to correct a clerical error in Amendment 2 to
the Schedule 13D filed on November 22, 2006.
** 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 and (ii) the rights that the Issuer has informed the
Reporting Persons have been exercised by other shareholders. The Issuer's
rights offering was terminated on December 8, 2006 and will not be
extended. This Amendment 3 to Schedule 13D will be further amended once
final information is available from the Issuer.
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 583,517 Shares. Sardar
Biglari has the sole power to vote or direct the vote of 2,000 Shares and the
shared power to vote or direct the vote of 583,517 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 583,517 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 583,517 Shares.
The trading date, number of Shares purchased and the price per share for
all transactions in the Shares since Amendment 2 to Schedule 13D filed by the
Reporting Persons on November 22, 2006 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.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change.
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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 since Amendment 2 to Schedule 13D filed
by the Reporting Persons on November 22, 2006 is filed herewith as Exhibit B.
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*** 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
options held by Sardar Biglari. The Issuer's rights offering was terminated
on December 8, 2006 and will not be extended. This Amendment 3 to Schedule
13D will be further amended once final information is available from the
Issuer.
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.
December 12, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.,
General Partner
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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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 December 12, 2006
relating to the Common Stock par value $0.01 of Western Sizzlin Corp. shall be
filed on behalf of the undersigned.
December 12, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.,
General Partner
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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Exhibit B
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Transactions in Shares -- The Reporting Persons
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
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12/5/06 6,577 $9.07
12/5/06 25,000 $8.16
Transactions in Rights -- The Reporting Persons
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
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12/5/06 11,500 $0.52
Exercise of the Rights -- The Reporting Persons
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
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11/23/06 37,500 $7.00
12/8/06 5,750 $7.00
SK 25298 0001 729043