Exhibit (a)(1)(ii)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
BIGLARI HOLDINGS INC.
Pursuant to the Offer to Purchase
dated June 4, 2015
| DESCRIPTION OF SHARES SURRENDERED | ||||||||
Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on stock certificate(s)) | Shares Surrendered (attached additional list if necessary) | |||||||
| Certificated Shares** | ||||||||
Certificate Number(s)* | Total Number of Shares Represented by Certificate(s)* | Number of Shares Surrendered** | Book Entry Shares Surrendered*** | |||||
Total Shares | ||||||||
* Need not be completed by book-entry shareholders. ** Unless otherwise indicated, it will be assumed that all shares represented by the certificates described above are being surrendered hereby. *** Unless otherwise indicated it will be assumed that all shares held in Book Entry form are being tendered. | ||||||||
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 PM NEW YORK CITY TIME, ON JULY 1, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
You may tender all or a portion of your Shares at the price listed below. Use the first row if you are tendering all of your Shares, and use the second row if you are tendering less than all of your Shares. If you are tendering less than all of your shares, indicate the number of Shares you want to tender on the corresponding line. SeeSection 3—Procedures for Tendering Shares andSummary Term Sheet in the Offer to Purchase and the relatedInstructions to Letter of Transmittal set forth in the Important Instructions and Information for more details. Questions and requests for assistance may be directed to Okapi Partners LLC by telephone toll free at (877) 629-6357.
TENDER PRICE: (DOLLARS PER SHARE) | $420.00
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1. Tendering ALL Shares | ||
------ OR ------
TENDER PRICE: (DOLLARS PER SHARE) | $420.00
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2. Tendering less than all Shares | ||||
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(enter the number of Shares per price in whole Shares only) | ||||
| NOTE: If you are completing row 2, the total number of Shares tendered cannot exceed the total number of Shares you own. Enter whole Shares only. SeeSection 1—Number of Shares; Purchase Price, Prorationof the Offer to Purchase for the treatment of any fractional Shares. | ||||
COMPLETE AND RETURN THIS PAGE TO TENDER YOUR SHARES.
SEE SIGNATURE REQUIREMENTS ON THE REVERSE SIDE.
YOU MUST SIGN HERE TO TENDER YOUR SHARES
The undersigned Stockholder (or authorized person signing on behalf of the registered Stockholder), as Assignor, hereby tenders the number of Shares specified above pursuant to the terms of the Offer. The undersigned hereby certifies, under penalties of perjury, that the information and representations provided have been duly completed by the undersigned, are true and correct as of the date hereof. (Must be signed by registered Stockholder(s) exactly as name(s) appear(s) in the Company’s records. If signature is by an officer of a corporation, attorney-in-fact, agent, executor, administrator, trustee, guardian or other person(s) acting in fiduciary or representative capacity, please complete the line captioned “Capacity” and seeInstruction 6 in theInstructions to Letter of Transmittal.) Please be sure to include all original certificate(s) you are tendering with this form.
| Medallion Signature Guarantee | ||||||||
Signature & Date – Stockholder/Executor/Personal Representative | ||||||||
Signature & Date – Co-Stockholder/Co-Executor | ||||||||
Telephone Number | ||||||||
| Capacity (if not as Stockholder): | ¨ Executor/Executrix | ¨ Personal Representative | Only required if signing in any capacity other than as a Stockholder or if a third- party address is provided above. Each signature must be separately medallion signature guaranteed. A notarization is not acceptable.
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| ¨ Power of Attorney | ¨ Trustee | |||||||
CUSTODIAN INFORMATION
Printed Name of Signer |
Name of Custodian |
Custodian Signature |
Note: Proper evidence satisfactory to the Depositary must be submitted if Letter of Transmittal is signed in a fiduciary or representative capacity.
SPECIAL PAYMENT INSTRUCTIONS
To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) is to be issued in the name of someone other than the registered Stockholder(s) or mailed to an address other than the address of record.
IF YOU COMPLETE THIS SECTION A MEDALLION SIGNATURE GUARANTEE IS REQUIRED.
Issue check to:
Name (Please Print) | ||||
Street Address | ||||
City | State | Zip | ||||||
| Brokerage Account Number—If Applicable | ||||
For Information about the Offer, please contact the Information Agent:
437 Madison Avenue, 28th Floor
New York, New York 10022
Banks and Brokerage Firms Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (877) 629-6357
Email: info@okapipartners.com
The Depositary for the Offer is:
| By Mail: | By Overnight Courier Delivery: | |
Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 | Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer 250 Royall Street Suite V Canton, MA 02021 | |