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CalPERS Seeks Independent Directors At Lone Star Steakhouse and Saloon; System Believes Transactions With Company's CEO Raise Conflicts of Interest.


Business Editors

SACRAMENTO, Calif.--(BUSINESS WIRE)--June 5, 2000

The California Public Employees' Retirement System (CalPERS) is calling on shareowners of Lone Star Lone Star (or Lonestar) may refer to:
  • Lone Star Flag, the official flag of the State of Texas
  • The Lone Star State, an official nickname for the State of Texas; derived from the flag
 Steakhouse & Saloon to pressure the Kansas-based restaurant chain to improve its corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 practices.

In a letter sent to fellow Lone Star shareowners, CalPERS called on shareowners to vote for its shareholder proposal, item No. 4 on the proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
, that would require Lone Star's Board of Directors to be composed of a majority of independent directors.

CalPERS' push for greater independence at Lone Star is the result of the Board's extraordinary history of ratifying transactions with Lone Star Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  Jamie Coulter and the company's dismal stock performance.

"Lone Star's board has clearly demonstrated a lack of accountability by approving numerous transactions directly benefiting both board members and the Chairman, Mr. Coulter," said James E. Burton, Chief Executive Officer for CalPERS.

The repricing Repricing

To change the price of an asset. In derivatives, it sometimes refers to the exchange of options of with different strike prices.


repricing 
 of stock options by Lone Star's Board topped CalPERS list of poor board transactions.

Since April 1997, Lone Star's Board of Directors has authorized the repricing or replacement of underwater stock options four times covering a total of 14.5 million shares. Many, if not all, of these actions directly benefited Coulter and other top management. In January 2000, Lone Star repriced options for nearly 5 million shares, of which more than half was repriced for Coulter.

"The potential dilutive effect Dilutive effect

Result of a transaction that decreases earnings per common share (EPS).
 of all these actions on Lone Star's stock is unacceptable given the stock price's miserable five year performance. It is obvious that this board needs a clear message to act and think independently, not just as a rubber stamp for management," said Burton.

Earlier this year, CalPERS named Lone Star to its Focus List of financial underperformers. According to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 Lone Star's May 1 proxy statement, $100 invested in Lone Star common shares on January 1995 would have been worth approximately $47 five years later. The same investment would have appreciated to more than $316 in the Standard & Poor's Midcap 400 Index and nearly $250 in the Restaurant 500 Peer Group.

CalPERS also points to a number of other practices approved by Lone Star's Board which directly benefited Coulter, raising further questions about conflicts of interest, the board's fiduciary duty Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary
legal duty - acts which the law requires be done or forborne
 to shareowners, and the board's ability to act independently. These included:


      --  $10.5 million paid to Coulter in 1998 for the purchase of
        Coulter Enterprises;

      --  A salary increase for Coulter from $300,000 to $750,000 in
        December 1999, while the total return for the stock in 1999
        was a negative 2.9 percent; and

      --  Reimbursement of nearly $900,000 in 1998 to Coulter
        Enterprises for the use of an airplane and pilot services.


Proxy Monitor and Institutional Shareholder Services, proxy advisory services advisory services

advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal
 to investors, have both publicly supported CalPERS shareholder proposal at Lone Star.

CalPERS has posted its letter to Lone Star shareowners and its shareholder proposal on CalPERS Shareowner share·own·er  
n.
See shareholder.

Noun 1. shareowner - someone who holds shares of stock in a corporation
shareholder, stockholder

investor - someone who commits capital in order to gain financial returns
 Forum at www.calpers-governacne.org. The System owns more than 389,400 shares of Loan Star common stock.

CalPERS is the nation's largest public pension fund with assets totaling more than $175 billion. The System provides retirement and health benefits to more than 1 million state and local public employees and their families.
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Publication:Business Wire
Date:Jun 5, 2000
Words:532
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