form42506898007_10152008.htm
Filed by
Western Sizzlin Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: Jack in the Box Inc.
Registration
No. 333-154313
On
October 15, 2008, Western Sizzlin Corporation issued the following press
release:
WESTERN
SIZZLIN CORPORATION COMMENCES EXCHANGE OFFER
FOR
JACK IN THE BOX INC.
ROANOKE,
Va., October 15, 2008 – Western Sizzlin Corporation (NASDAQ: WEST) today
announced that it has commenced an exchange offer for up to 680,500 shares of
Jack in the Box Inc. (NYSE: JBX). The exchange ratio for the offer is 1.607
shares of Western common stock for one share of Jack in the Box common
stock.
The
exchange offer is conditioned upon, among other things, the registration
statement for the issuance of Western shares in the exchange offer being
declared effective by the Securities and Exchange Commission and, to the extent
required by Nasdaq rules, stockholder approval of the issuance of Western shares
in the offer, which the executive officers and directors of Western have the
voting power to approve. Western’s offer is not conditioned on any
minimum number of Jack in the Box shares being tendered. The complete
terms and conditions of the exchange offer are set forth in the registration
statement and the other offering documents filed today by Western with the
Securities and Exchange Commission.
The
exchange offer is scheduled to expire at 5:00 p.m., New York City time, on
Thursday, November 13, 2008, unless extended.
Morrow
& Co., LLC is acting as Information Agent for the exchange
offer.
This
press release is for informational purposes only and is neither an offer to sell
nor a solicitation of an offer to buy any securities. Any exchange
offer will be made only through a registration statement and related
materials. In connection with the exchange offer, Western has filed a
registration statement on Form S-4 (containing a prospectus) with the Securities
and Exchange Commission. Investors and stockholders of Jack in the
Box are advised to read this registration statement and related disclosure
materials (including other disclosure materials when they become available)
carefully because they contain (and will contain) important
information. Investors and stockholders may obtain a free copy of the
disclosure materials and other documents filed by Western with the Securities
and Exchange Commission at the SEC’s website at www.sec.gov. A free
copy of the disclosure materials and other documents of Western may also be
obtained from Western upon request by directing such request to the Information
Agent, Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902,
E-mail: offer.info@morrowco.com. Banks and brokerage firms
please call: (203) 658-9400. Stockholders call toll free: (800)
607-0088.
About
Western Sizzlin Corporation
Western
Sizzlin Corporation is a holding company owning subsidiaries engaged in a number
of diverse business activities. Western’s primary business activities
are conducted through Western Sizzlin Franchise Corporation and Western Sizzlin
Stores, Inc., which franchise and operate 116 restaurants in 19
states. Financial decisions are centralized at the holding company
level, and management of operating businesses is decentralized at the business
unit level. Western’s primary objective centers on achieving
above-average returns on capital in pursuit of maximizing the eventual net worth
of its stockholders.
Forward-Looking
Statements
This
release contains forward-looking statements relating to Western Sizzlin
Corporation’s exchange offer for up to 680,500 shares of Jack in the Box Inc.
common stock and Western’s expectations with regard to the proposed
transaction. These forward-looking statements are based on Western’s
current intent, expectations, estimates and projections and are not guarantees
of future performance. These statements involve risks, uncertainties,
assumptions and other factors that are difficult to predict and that could cause
actual results to vary materially from those expressed in or indicated by
them. In addition, some factors are beyond Western’s
control. Factors that could cause actual results to differ materially
from the statements made in this release include, among others: (i) the
willingness of Jack in the Box stockholders to tender their shares in the
exchange offer and the number and timing of shares tendered; (ii) the
satisfaction, or waiver by Western to the extent legally permissible, of all
conditions to the exchange offer; and (iii) other factors as described in
filings with the Securities and Exchange Commission, including the factors
discussed under the heading “Risk Factors” in Western’s prospectus included in
its registration statement on Form S-4 as filed with the Securities and Exchange
Commission on October 15, 2008.
Contact:
Robyn B.
Mabe, Chief Financial Officer
Western
Sizzlin Corporation
(540)
345-3195