Form DFAN14A - JVP, MP, CP memo follow-up
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. ___ )
 
Filed by the Registrant  x
Filed by a Party other than the Registrant r
 
Check the appropriate box:
 
r  Preliminary Proxy Statement
r  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
r  Definitive Proxy Statement
r  Definitive Additional Materials
x Soliciting material Pursuant to §240.14a-12
 
OSI Restaurant Partners, Inc.
(Name of Registrant as Specified In Its Charter)
 
not applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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x  No fee required.
r  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
1)
Title of each class of securities to which transaction applies:
     
     
 
 
2)
Aggregate number of securities to which transaction applies:
     
     
 
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
     
 
 
4)
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r  Fee paid previously with preliminary materials.
 
r  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
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THE FOLLOWING COMMUNICATION HAS BEEN DISTRIBUTED TO CERTAIN EMPLOYEES AS A FOLLOW-UP TO AN EARLIER MEMORANDUM ADDRESSING THE TREATMENT OF BUY-OUT OPTIONS, EMPLOYMENT OPTIONS AND RESTRICTED STOCK IN THE PROPOSED MERGER:
 
We are receiving questions asking what happens with buy-out options that have an exercise price above $40. The principles in the Memo apply to these buy-out options as well. What follows is a summary and is qualified by and subject to all terms, provisions and conditions of the Merger Agreement and the terms of our stock option plans.

 
If the exercise price of your buy-out options is $40 or above, you will receive no cash at closing. Assuming you did not make any money on any previous exercises of any part of that grant of buy-out options, you will receive a Supplemental PEP Contribution equal to 100% of what your PEP contribution would have been at time of your buy-out (basically last 24 months distributions at time of buy-out divided by 2 with the result multiplied by 3). If you did make money on previous exercises of part of that grant of buy-out options, the amount you made will be deducted from the Supplemental PEP Contribution.
 
 
In the first example given in the Buy-Out Stock Options section of the Memo, if the exercise price of the buy-out options was $40 or above (rather than the $35 used in the example) the person would receive zero cash at closing and (assuming they did not make any money on any prior exercise of part of those buy-out options) would receive a Supplemental PEP Contribution equal to what the full PEP contribution would have been when they completed their contract ($150,000 based on the assumptions used in the second example in the Buy-Out Stock Options section of the Memo).

 
The Supplemental PEP Contribution is subject to all terms of the PEP including the distribution payment schedule.

 
This e-mail is a summary and is qualified by and subject to all terms, provisions and conditions of the Merger Agreement.

 
Forward-Looking Statements

This document includes statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding benefits of the proposed transaction, future performance, financing for the transaction and the completion of the transaction. These statements are based on the current expectations of management of OSI Restaurant Partners, Inc. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, among other things, (1) OSI Restaurant Partners may be unable to obtain shareholder approval required for the transaction; (2) OSI Restaurant Partners may be unable to obtain regulatory approvals required for the transaction, or required regulatory approvals may delay the transaction or result in the imposition of conditions that could have a material adverse effect on OSI Restaurant Partners or cause the parties to abandon the transaction; (3) conditions to the closing of the transaction may not be satisfied; (4) the transaction may involve unexpected costs, unexpected liabilities or unexpected delays; (5) the businesses of OSI Restaurant Partners may suffer as a result of uncertainty surrounding the transaction; (6) the financing required for Bain Capital and Catterton Partners to complete the transaction may be delayed or may not be available and (7) OSI Restaurant Partners may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of OSI Restaurant Partners are set forth in its filings with the Securities and Exchange Commission ("SEC"), which are available at http://www.sec.gov. Unless required by law, OSI Restaurant Partners undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the proposed transaction, a proxy statement of OSI Restaurant Partners and other materials will be filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OSI RESTAURANT PARTNERS AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the proxy statement (when available) as well as other filed documents containing information about OSI Restaurant Partners at http://www.sec.gov, the SEC’s free internet site. Free copies of OSI Restaurant Partners’ SEC filings are also available on OSI Restaurant Partners’ internet site at http://www.osirestaurantpartners.com.

Participants in the Solicitation

OSI Restaurant Partners and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from OSI Restaurant Partners’ stockholders with respect to the proposed transaction. Information regarding the officers and directors of OSI Restaurant Partners is included in its definitive proxy statement for its 2006 annual meeting filed with the SEC on March 30, 2006. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.