UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event
reported)
November 14, 2005
|
THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
|
|
INDIANA
|
37-0684070
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|
of
incorporation or organization)
|
Identification
No.)
|
|
|
|
|
36
S. Pennsylvania Street, Suite 500
Indianapolis,
Indiana 46204
(317)
633-4100
|
|
(Address
and telephone number
of
registrant's principal executive offices)
|
|
|
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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
November 14, 2005, The Steak n Shake Company (the "Company") amended
its
Note Purchase and Private Shelf Agreement (the "Agreement") dated as of
September 20, 2002 among the Company and Prudential Investment Management,
Inc.,
The Prudential Insurance Company of America and each Prudential Affiliate
which
may become a party thereto (collectively "Prudential"), related to senior
fixed
rate notes. The Amended Agreement extends the maturity
date of
September 20, 2005 to September 30, 2008. The Agreement allows
the Company
to borrow up to $75,000,000.
Additional
items in the Agreement have been amended are shown in the exhibit attached
to
this document.
Item
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
November 17, 2005, the Company issued a Press Release announcing its
fiscal
year 2005 fourth quarter and full year 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
Exhibits, 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.
The
press
release includes the non-GAAP financial measure of adjusted diluted earnings
per
share. Adjusted diluted earnings per share excludes the cost of equity plans
under Statement of Financial Accounting Standards No. 123R, Share-Based
Payment (SFAS 123R). We believe that including this measure in the Company's
fiscal year 2006 forecast would allow investors to more easily compare the
Company's forecasted performance with current year performance, since SFAS
123R
applies prospectively. The Company does not use this non-GAAP measure for
any
other purpose.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1
Amendment to senior note agreement by
and
between the Company and
Prudential (as defined above), dated November 14, 2005
99.1 Press
Release, dated November 17, 2005, issued by the Company