UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 822, 2010

WESTERN SIZZLIN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	001-13650	86-0723400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Albemarle Ave SE, Roanoke, Virginia		24013
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (540) 345-3195

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

~~x Written~~o 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 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

~~Western~~On March 22, 2010, Western Sizzlin Corporation (the “~~Western~~Company”) ~~announced~~held ~~today~~a ~~that~~special itmeeting ~~has~~of its ~~commenced~~stockholders. At the special meeting, holders of approximately ~~mailing~~78% of athe ~~definitive~~Company’s ~~proxy~~outstanding ~~statement/prospectus~~common ~~(the~~stock ~~“Proxy Statement/Prospectus”)~~voted into ~~connection~~approve ~~with~~a proposal to adopt the ~~proposed~~Agreement ~~acquisition~~and Plan of ~~Western~~Merger, ~~by The~~dated as of October 22, 2009, among The Steak n Shake Company (“Steak n Shake”)~~. The~~, ~~Proxy~~a wholly-owned subsidiary of Steak n ~~Statement/Prospectus~~Shake isand ~~being~~the ~~mailed~~Company, ~~along~~which ~~with~~provides ~~all~~for ~~documents~~a ~~incorporated therein~~merger byin ~~reference,~~which tothe ~~all~~Company ~~holders~~will become ofa ~~Western’s~~wholly-owned ~~common~~subsidiary ~~stock~~of ~~identified~~Steak asn ofShake (the “Merger Proposal”). Of the ~~close~~shares ofvoted, ~~business~~approximately on99% ~~February~~voted ~~17,~~in ~~2010,~~favor ~~which~~of the isMerger Proposal. Approval of the ~~record~~Merger ~~date~~Proposal ~~set~~required bythe ~~Western’s~~affirmative ~~board~~vote of ~~directors~~at asleast ~~the~~a ~~record~~majority ~~date~~of ~~for~~ the ~~determination~~Company’s outstanding shares of ~~stockholders~~common ~~entitled~~stock. The tovotes ~~receive~~cast ~~notice~~on ofthe ~~and~~Merger toProposal ~~vote~~ at the special meeting ~~of Western’s~~were: ~~stockholders~~2,230,330 ~~relating~~shares tovoted ~~the~~in ~~proposed~~favor; ~~transaction~~4,296 shares voted against; and 1,427 votes abstained.

AtUnder the ~~special~~terms ~~meeting,~~of ~~which~~the ~~will~~agreement beand ~~held~~plan onof ~~March 22~~merger, ~~2010~~upon atthe ~~1:30~~completion ~~p.m.,~~of ~~local~~the ~~time~~merger, ateach ~~the~~share ~~Plaza~~of ~~Club,~~the ~~located~~Company’s atcommon ~~100~~stock ~~West~~(other ~~Houston~~than ~~Street,~~shares ~~Ste.~~held ~~2100,~~by ~~San Antonio,~~the ~~Texas 78205, Western~~Company’s stockholders ~~will~~who beperfect ~~asked~~and todo ~~consider~~not ~~and~~withdraw ~~vote~~their onappraisal ~~the~~rights ~~adoption~~under ofDelaware ~~the~~law) ~~Agreement~~will ~~and~~be ~~Plan~~cancelled ofand ~~Merger,~~converted ~~dated~~into asthe ofright ~~October~~to ~~22,~~receive ~~2009,~~a ~~among~~pro ~~Steak~~rata nportion ~~Shake,~~of a ~~wholly-owned~~new ~~subsidiary~~issue of ~~Steak~~14% nredeemable ~~Shake,~~subordinated ~~and~~debentures ~~Western,~~due ~~which~~2015 ~~provides~~to ~~for~~be aissued ~~merger~~by ~~in which Western will become a private company and a wholly-owned subsidiary of~~ Steak n Shake (the “~~Merger~~debentures”). ~~The~~in ~~Merger~~the isaggregate ~~expected~~principal toamount beof ~~completed~~$22,959,000 as(approximately ~~soon~~$8.07 asprincipal ~~practicable~~amount ~~after~~of ~~the~~debentures ~~special meeting. The~~per ~~Merger~~Western isshare), ~~subject~~with cash to ~~customary~~be ~~closing~~paid ~~conditions,~~in ~~including~~lieu ~~the requisite approval by holders~~ of ~~Western’s~~fractional ~~common stock at the special~~debenture ~~meeting~~interests.

~~Western~~The ~~also~~Company’s ~~announced~~common ~~today~~stock ~~that,~~is inexpected ~~accordance~~to ~~with~~be ~~the~~delisted ~~rules~~from ~~and regulations of~~ the ~~Securities~~ ~~and Exchange Commission (the “SEC”) and The~~ NASDAQ ~~Stock~~Capital Market ~~LLC~~ ~~(“NASDAQ”), it has provided written notice to NASDAQ of its intent to delist its common stock from NASDAQ~~ in connection with the ~~Merger. Western intends~~proposed totransaction, ~~file~~effective ~~a Form 25 with the SEC on or about~~ March 1929, 2010, ~~to effect the delisting~~ and ~~deregistration under Section 12(b) of~~ the ~~Securities Exchange Act~~ ofmerger ~~1934,~~is asexpected ~~amended~~to ~~(the “Exchange Act”), of its common stock. By operation of law, the delisting will~~ be ~~effective~~completed ~~ten~~on ~~days~~March ~~after this filing~~30, ~~unless~~ ~~the Form 25 is earlier withdrawn by Western~~2010. The ~~Following~~merger ~~the consummation~~is ofsubject ~~the Merger, if completed, Western also intends~~ to ~~file a Form 15 with~~ the ~~SEC to~~satisfaction ~~deregister~~or ~~its~~waiver ~~common stock under Sections 12(b) and 12(g)~~ of ~~the~~certain ~~Exchange Act~~other ~~and~~customary ~~to suspend the reporting obligations of Western under Sections 13 and~~closing ~~15(d) of the Exchange Act~~conditions.

Additional Information:

In connection with the proposed Merger, Steak n Shake filed the Proxy Statement/Prospectus with the SEC pursuant to Rule 424 on March 5, 2010, which formed a part of the Registration Statement on Form S-4 (SEC File No. 333-163192) that has been declared effective by the SEC. The Proxy Statement/Prospectus, along with all documents incorporated therein by reference and a proxy card, are being mailed on or about March 8, 2010 to holders of Western’s common stock identified as of February 17, 2010. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND THE ACCOMPANYING MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT STEAK N SHAKE, WESTERN, THE MERGER AND RELATED MATTERS. You may obtain copies of all documents filed with the SEC regarding this transaction, including the Proxy Statement/Prospectus, free of charge at the SEC’s website, www.sec.gov, or by directing a request to Western Sizzlin Corporation, 401 Albemarle Ave SE, Roanoke, Virginia 24013, Attention: Robyn Mabe, or by telephone at (540) 345-3195, or by directing a request to Western’s proxy solicitor, Morrow & Co., LLC 470 West Avenue – 3rd Floor, Stamford, CT 06902 or by calling Morrow & Co. at (800) 607-0088 (toll free) or (203) 658-9400 (call collect).

Participants in the Solicitation:

Steak n Shake, Western and Western’s directors and officers may be deemed to be participants in the solicitation of proxies from Western’s stockholders in connection with the proposed Merger. Information about the respective directors and executive officers of Western and Steak n Shake is set forth in the Proxy Statement/Prospectus. Western’s stockholders may obtain additional information about the direct and indirect interests of the participants in the solicitation, by security holdings or otherwise, by reading the Proxy Statement/Prospectus.

Forward-Looking Statements:

~~Certain~~Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties. All statements included in this communication, ~~current~~other ~~report~~than onstatements ~~Form~~of ~~8-K~~historical fact, that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements,. ~~including~~These statements ~~relating~~represent the Company’s reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause actual outcomes and/or the ~~anticipated~~Company’s ~~time~~financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “believe,” “expect,” “will,” “anticipate,” “should,” “plans” and other words of ~~completion~~similar meaning. The Company cautions readers that any forward-looking information is not a guarantee of ~~the~~future performance and that actual results ~~Merger~~could differ materially from those contained in the forward-looking information. Investors ~~These~~should not rely on forward-looking statements because they are subject to ~~certain~~a variety of risks and uncertainties, ~~such~~and asother ~~Western~~factors that could cause actual results to differ materially from the Company’s ~~inability~~expectations. toRisks ~~obtain~~and uncertainties include, among others: the ~~vote~~risk ~~necessary~~that the conditions to merger set ~~approve~~forth in the ~~Merger,~~agreement ~~possible~~and ~~termination~~plan of ~~the~~merger ~~Agreement~~will not be satisfied and ~~Plan~~the transaction will not be consummated; uncertainties as to the timing of ~~Merger~~the merger; changes in the Company’s business during the period between now and the effective time of the merger that could cause a condition to closing not to be satisfied; as well as other ~~risks~~factors ~~disclosed~~detailed in the ~~Proxy~~Company’s ~~Statement~~and Steak n Shake’s filings with the SEC, including the definitive proxy statement/~~Prospectus~~prospectus, the prospectus supplement thereto and subsequent SEC filings.

Item 8.01. Other Events.

On March 8, 2010, Western issued a press release regarding the matters set forth in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release, dated March 8, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

March 8, 2010
March 24, 2010
	WESTERN SIZZLIN CORPORATION
	By:	/s/ Robyn B. Mabe
		Name:	Robyn B. Mabe
		Title:	Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated March 8, 2010

Filing Compare · WESTERN SIZZLIN CORP