SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
AMENDMENT NO.2
WESTERN SIZZLIN CORPORATION
(NAME OF ISSUER)
Common Stock, par value $.01 per share
(TITLE OF CLASS OF SECURITIES)
959542101
(CUSIP NUMBER)
Paul D. Sonkin
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
460 Park Avenue, 12th Floor
New York, New York 10022
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
April 29, 2005
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 pages)
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CUSIP No. 959542101 13D/A Page 2 of 4 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
IRS No. 13-4082842
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER 1,313,700
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER 1,313,700
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,313,700
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES * [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.2%
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14. TYPE OF REPORTING PERSON*
OO
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(Page 2 of 4 pages)
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CUSIP No. 959542101 13D/A Page 3 of 4 Pages
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AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2, dated May 18, 2005, to Schedule 13D is
filed by the Reporting Persons and amends Schedule 13D as previously filed
by the Reporting Persons with the Securities and Exchange Commission on
September 15,2004 (the "Schedule 13D"), relating to the common stock, $.01
par value (the "Common Stock") of WESTERN SIZZLIN CORPORATION, a Delaware
Corporation.
Items 3 and 5 of the Schedule 13D are hereby amended and
restated, as follows:
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of May 18, 2005, Hummingbird has caused each of HVF and
Microcap Fund to invest approximately $581,296 and $546,385, respectively,
in the Shares of the Issuer using their respective working capital.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As the holder of sole voting and investment authority over
the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
to be the beneficial owner of the aggregate amount of 1,313,700 Shares
representing approximately 13.2% of the outstanding shares of the Issuer
(based upon 11,908,571 shares outstanding as of May 16, 2005, as reported
on the latest Definitive Schedule 10-Q of the Issuer). Hummingbird disclaims
any economic interest or beneficial ownership of the Shares covered by this
Statement.
Mr. Sonkin is the managing member and control person of Hummingbird,
and for purposes of Rule 13d-3 may be deemed the beneficial owner of such
Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be
deemed, for purposes of Rule 13d-3, to be the beneficial owner of 1,313,700
shares representing approximately 13.2% of the outstanding shares of the Issuer
(based upon 11,908,571 shares outstanding as of May 16, 2005, as reported
on the latest Definitive Schedule 10-Q of the Issuer). Hummingbird disclaims
any economic interest or beneficial ownership of the Shares covered by this
Statement.
(Page 3 of 4 pages)
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CUSIP No. 959542101 13D/A Page 4 of 4 Pages
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(c) Hummingbird caused the HVF to effect transactions in the Shares
during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
4/12/2005 open market purchase 40,000 0.760
4/29/2005 open market purchase 62,500 0.800
5/17/2005 open market purchase 2,500 0.800
Hummingbird caused the Microcap Fund to effect transactions
in the Shares during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
4/12/2005 open market purchase 40,000 0.760
4/29/2005 open market purchase 62,500 0.800
5/17/2005 open market purchase 2,500 0.800
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated:
May 18,2005
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
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Name: Paul D. Sonkin
Title: Managing Member