The Shareholder Forum

supporting investor interests in long term enterprise value

 

Purpose & History of Services

The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by the New York Society of Security Analysts with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and orderly exchange of the information and views needed to resolve them. The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to activist challenges with orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated confidentially by any investor or by the subject company, or by the professional advisors to either.

 

Forum Report: Requested Board Report of Responsibility for Litigation

(June 15, 2001)

From: Gary Lutin
To: Distribution: Lone Star shareholders
Sent: Friday, June 15, 2001 8:10 AM
Subject: Requested board report of responsibility for litigation

 
Copied below is the text of a letter sent yesterday to Lone Star's directors, requesting their report of actions taken to authorize and control the litigation initiated against an independent candidate for the board.
 
The lawsuit's defendant, director candidate Guy W. Adams, has made a motion to dismiss the case based on procedural grounds that the lawsuit should not be in Kansas City.  That motion is scheduled to be heard today.  It is my understanding that there are good grounds to question the Kansas City jurisdiction, but that the court's previous orders granting the company's demands for discovery make it less likely that the court would decide now to disrupt what it has allowed to proceed.
 
The company has filed a motion for a preliminary injunction, claiming that some of Adams' statements about management are false and that they suspect Adams has failed to disclose participants who are secretly funding his campaign.  Opposition papers are due on June 20th, and the motion is scheduled to be heard on Friday, June 22nd.  The Council of Institutional Investors is considering the preparation of an amicus brief, and if they proceed with it I will try to distribute information for any shareholders who may want to inform the court of their agreement or disagreement.
 
Please let me know if you want more information about the litigation, or copies of any related documents.
 
Attention to the litigation issues has naturally distracted me from the development of plans for the shareholder "forum."  I hope to have something to propose by early next week.
 
                    GL - 6/15/01
 

Text of 6/14/01 letter to members of Lone Star board of directors
 
[letterhead]
LUTIN & COMPANY
575 MADISON AVENUE, 10th FLOOR
NEW YORK, NEW YORK 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
 
June 14, 2001
 
By telecopier: 316/264-5988
 
Messrs. Fred B. Chaney,
Jamie B. Coulter,
William B. Greene, Jr.,
Clark R. Mandigo, and
John D. White
Lone Star Steakhouse & Saloon, Inc.
224 East Douglas, Suite 700
Wichita, Kansas 67202
 
To the members of the board:
 
    As you may know, some Lone Star shareholders are concerned about their access to information required for investment decisions, including their voting on matters to be presented at the company's annual meeting of stockholders scheduled for July 6, 2001.
 
    Reference is made on page 4 of the company's proxy statement to a director candidate, Guy W. Adams, and to litigation initiated by the company to prevent his solicitation of proxies.  I have reviewed the lawsuit's complaint and recent motion papers for a preliminary injunction, and I have also learned of your attorneys' unusually extensive discovery demands for confidential information from Mr. Adams as well as third parties, including a leading institutional shareholder, based on an asserted but unsupported suspicion that Mr. Adams is hiding secret financial backers.
 
    Leaving the legal issues of the company's litigation claims and processes to others, I address the Adams lawsuit only in the context of a corporate director's fiduciary duties.  To assure shareholders that you are effectively protecting their rights to be informed and to vote, please report (a) all actions taken by the board to authorize the initiation and continued conduct of the Adams litigation, and (b) the controls that have been established for independent, non-partisan oversight of the litigation.
 
Very truly yours,
/s/
Gary Lutin

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

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