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
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