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)
|
Proposed
maximum aggregate value of transaction:
|
5)
|
Total
fee paid:
|
1)
|
Amount
Previously Paid:
|
2)
|
Form,
Schedule or Registration Statement No.:
|
3)
|
Filing
Party:
|
4)
|
Date
Filed:
|
To:
|
Managing
Partners and Chef Partners with current balances in the OSI Partner
Equity
Plan (PEP)
|
From:
|
OSI
Restaurant Partners, Inc. and
MullinTBG
|
Re:
|
(1)
OSI “Going Private” Transaction and Effect on Your PEP
Accounts
|
Q.
|
How
will the “going private” transaction expected at OSI at the end of April
affect my current PEP balance?
|
A.
|
All
amounts credited as notional shares of OSI stock in your PEP Stock
Account
will be converted to a cash credit at $40.00 per share upon the
closing of
the transaction.
|
Q.
|
What
will happen to my PEP Stock Account
balance?
|
· |
After
notional shares of OSI stock are converted to notional cash credits,
these
cash credits will be converted into credits under the Diversified
Account.
|
· |
The
value credited to your Diversified Account in respect of the converted
notional shares of OSI stock will be allocated to benchmark funds
under
the Diversified Account according to your most recent fund allocation
election. If you have not made a fund allocation under the Diversified
Account, these credits will be allocated to the Money
Market.
|
Q.
|
If
I am entitled to a Supplemental PEP Contribution (as outlined by
Joseph
Kadow - memorandum dated
|
· |
Upon
the closing of the transaction, any Supplemental PEP Contribution
you are
entitled to (net of required FICA withholding and income tax on the
FICA
withholding amount) will automatically be credited to your Diversified
Account in the PEP, provided that you complete and return the
participation agreement relating to the Supplemental PEP Contribution
which will be provided to you under separate
cover.
|
· |
If
your Supplemental PEP Contribution has the same payment schedule
as your
current Diversified Account, it will be credited to your current
Diversified Account and allocated according to your most recent fund
allocation election.
|
· |
If
your Supplemental PEP Contribution has a different payment schedule
than
your current Diversified Account, another Diversified Account will
be set
up to accept the Supplemental PEP Contribution and its payment
schedule.
|
· |
If
a new Diversified Account is set up to accept the Supplemental PEP
Contribution, the value credited will automatically be allocated
to the
Money Market benchmark fund.
|
· |
You
can make an election online to allocate your Diversified Account(s)
among
the Plan’s benchmark funds.
|
Q.
|
How
can I change my fund allocation(s) in any of my PEP
accounts?
|
A.
|
You
can change your fund allocations as often as daily via the Plan
website at
www.MullinTBG.com.
As always, your Diversified Account balance is credited with gains
or
losses that “mirror” the market performance of your selected benchmark
funds. Regardless of the benchmark funds you select, you do not
have an
actual investment in the funds themselves, and your rights under
the PEP
are those of an unsecured creditor of the Company.
|
Q.
|
What
is the distribution schedule for my Diversified
Account(s)?
|
A.
|
The
distribution schedule remains the same. Distribution for each account
depends on the completion date of the related employment contract.
You
will be paid:
|
· |
25%
of the balance 5 years after completion of the employment
contract
|
· |
A
third of the remaining balance 7 years after
completion
|
· |
The
remainder 10 years after completion
|
Q.
|
Where
can I find an up-to-date review of the PEP, including the most
recent
changes?
|
· |
View
a recorded audio-visual presentation on the Plan at
http://www.brainshark.com/mullintbg/OSI2007PEP
|
· |
Check
the revised Plan Highlights, Plan Overview Slide Presentation, Plan
Prospectus and Frequently Asked Questions on the Outback
Portal.
|
Q.
|
Why
am I receiving a Consent to
Insurance?
|
A.
|
OSI
may choose to support its financial commitments under the PEP by
purchasing life insurance on Plan participants. This insurance,
to the
extent purchased, will be owned by and payable to a trust set up
by OSI.
You would have no direct interest in the insurance on your life.
We are
asking you to please sign and return the enclosed Consent to Insurance
to
MullinTBG by April 6. A postage-paid return envelope is
provided.
|