PROSPECTUS
                            THE STEAK N SHAKE COMPANY
                                53,832 SHARES OF
                                  COMMON STOCK





                              TERMS OF THE OFFERING


-  Alva  T.  Bonda,  Charles  E.  Lanham,  J.  Fred Risk, John W. Ryan and James
Williamson,  Jr.,  some  of  our current and former directors, and the estate of
Neal  Gilliatt, former director, are offering to sell up to 53,832 shares of our
common  stock  and related preferred stock purchase rights under our shareholder
rights  plan.  For  ease of reference, in this prospectus we refer to the shares
of stock and rights offered for sale by the selling shareholders collectively as
the  shares.

-  The  selling  shareholders will receive all of the net proceeds from the sale
of  the  shares.

-  The  selling  shareholders  will sell the shares over time through brokers at
market  prices  or  in  negotiated  transactions.

-  On  June 3, 2004, the last reported sale price of our common stock on the New
York  Stock  Exchange  was  $  17.60  per  share.

-  Our  common  stock  is traded on and price information is reported by the New
York  Stock  Exchange  under  the  symbol  "SNS".

-  As  of  the date of this prospectus, none of the selling shareholders has any
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agreement  with  any  broker  or  dealer with respect to the sale of the shares.
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THIS  INVESTMENT  INVOLVES RISK.  SEE  THE RISK  FACTORS  BEGINNING ON PAGE 3 OF
THIS  PROSPECTUS.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY  OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.

Additional information regarding our business is available to you without charge
upon  written  or  oral  request  to us.  Please contact David C. Milne, General
Counsel  and  Secretary,  by  mail  at  The  Steak  n Shake Company, 500 Century
Building,  36  South  Pennsylvania  Street,  Indianapolis,  Indiana 46204, or by
telephone  at  (317)  633-4100.

The date of this prospectus is June 4, 2004.



                                TABLE OF CONTENTS
TERMS  OF  THE  OFFERING
RISK FACTORS                                          3
THE COMPANY                                           5
USE OF PROCEEDS                                       5
SELLING SHAREHOLDERS                                  5
PLAN OF DISTRIBUTION                                  7
LEGAL MATTERS                                         8
EXPERTS                                               8
WHERE YOU CAN FIND MORE INFORMATION                   8
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE     8



                                  RISK FACTORS
     Certain  statements  contained  in this prospectus and in other reports the
Company  files  with  the  Securities  and  Exchange  Commission ("SEC") contain
forward-looking  information.  In  general,  forward-looking  statements include
estimates  of  future  revenues,  cash  flows,  capital  expenditures,  or other
financial  items,  and  assumptions  underlying  any  of  the  foregoing.

Forward-looking  statements  reflect management's current expectations regarding
future  events  and  use words such as "anticipate", "believe", "expect", "may",
"will",  and  other  similar terminology.  These statements speak only as of the
date  they  are  made and involve a number of risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  expressed  in  the
forward-looking  statements.  Several  factors,  many  beyond our control, could
cause  actual  results  to  differ significantly from our expectations.  Some of
these  factors  are  as  follows:






Our ability to attract and retain guests to our restaurants is dependent upon
our ability to execute our operating initiatives effectively.  If we do not
deliver an enjoyable dining experience to our guests they may not return to our
restaurants, and our results may be negatively affected.

Changes in economic conditions may impact our guests' discretionary spending.
If guests choose not to spend money on dining at our restaurants, our results
May be negatively affected.

Our unique advertising and marketing programs are an essential part of our plan
to attract and retain guests.  If these programs do not continue to be as
effective at attracting guests in the future as they have been in the past, our
results may be negatively affected.

Many of our restaurants are located in the Midwest portion of the United States.
During the first and second fiscal quarters, many restaurants face harsh winter
weather conditions, which may make it more difficult for guests to visit our
restaurants.  If guests are unable to visit our restaurants, our sales and
operating results may be negatively affected.

Our associates are essential to the operation of our restaurants and our ability
to deliver an enjoyable dining experience to our guests.  If we are unable to
attract and retain qualified restaurant personnel at a reasonable cost, and if
they do not deliver an enjoyable dining experience, our results may be
negatively affected.

Our menu offerings include Steakburgers, chicken sandwiches, french fries, and
hand-dipped milk shakes.  If consumer tastes change, or consumer behavior
changes based on publicity or concerns relating to food safety, food-borne
illnesses or changes in dietary preferences, and we are unable to meet these
changes in demand, our results may be negatively affected.

Our expansion plans are based on identifying opportunities for new restaurants
in new and existing markets.  Our plans also involve identifying new franchisees
and expanding relationships with current franchisees.  If the Company and its
franchisees are unable to locate suitable sites for new restaurants, negotiate
acceptable lease or purchase terms, and meet construction schedules, our
expansion plans may be negatively affected.

Many of our associates are paid wages that relate to federal and state minimum
wage rates.  Any changes in minimum wage rates may significantly increase our
operating costs.

Changes in accounting standards promulgated by the SEC and the Public Company
Accounting Oversight Board and other authorities may affect our reported
Financial results.





The  foregoing  list of important factors is not intended to be all-inclusive as
other  general market, industry, economic, and political factors may also impact
our  operations.  Readers  are  cautioned  not  to  place  undue reliance on our
forward-looking  statements, which speak only as of the date of this prospectus,
as  we  assume  no  obligation  to  update  forward-looking  statements.

WE  FACE  SIGNIFICANT  COMPETITION  ON  A  NATIONAL  AND  LOCAL  BASIS.

     The restaurant business is one of the most intensely competitive industries
in the United States, with price, menu offerings, location and service all being
significant competitive factors.  Our competitors include national, regional and
local  chains  as  well  as  local,  owner-operated  establishments.  There  are
established competitors with greater financial and other resources in all of our
current  and  proposed  future  market  areas.  We face competition for sites on
which  to  locate  new  restaurants,  as  well as for personnel and guests.  The
restaurant  business  is  often  affected  by  changes in consumer tastes and by
national,  regional  and  local economic conditions and demographic trends.  The
performance of individual restaurants may be affected by factors such as traffic
patterns,  demographic  factors,  harsh weather conditions, and the type, number
and  location  of  competing  restaurants. Additional factors that may adversely
affect  the  restaurant  industry in general, and our restaurants in particular,
are  inflation  of  food,  labor  and associate benefit costs, and difficulty in
attracting  qualified  management  personnel  and  hourly  associates.

GOVERNMENTAL  REGULATION  AFFECTS  OUR  OPERATIONS  IN  A  NUMBER  OF  WAYS.

     We  are  subject  to  various  federal,  state and local laws affecting its
business.  Each  of  our restaurants is subject to licensing and regulation by a
number  of  governmental  authorities,  including  health  and  safety  and fire
agencies  in the state and municipality in which the restaurant is located.  The
development  and  construction  of  restaurants  is  subject  to compliance with
applicable  zoning,  land  use  and  environmental  regulations. Difficulties in
obtaining,  or failure to obtain, the required licenses or approvals could delay
or  prevent  the  development  of  a  new  restaurant  in  a  particular  area.

     Our  restaurant  operations  are  also subject to federal and state minimum
wage  laws  and  laws governing such matters as working conditions, child labor,
overtime  and  tip credits.  Many of our restaurant associates are paid at rates
related  to  the  federal  and state minimum wage laws, and accordingly, further
increases  in  the  minimum  wage  would  increase  our  labor  costs.

     We  currently  have  franchise  operations  in  eight  states  --  Georgia,
Illinois, Indiana, Kentucky, Mississippi, Missouri, North Carolina and Tennessee
-- and is subject to certain federal and state laws controlling the offering and
conduct  of our franchise business in those states.  In addition, we are subject
to  franchise  registration  requirements  in  several states in which it is now
conducting  or  will  conduct  its  franchise  business  in  the  future.

OUR  EXPANSION  PLANS  ARE SUBJECT TO RISKS, INCLUDING LOCATING ATTRACTIVE SITES
AND  QUALIFIED  FRANCHISEES.

     We  intend to continue to expand our Steak n Shake restaurants through both
opening  and  operating  Company-owned Steak n Shake restaurants and franchising
additional  restaurants with new and current franchisees.  Meeting our expansion
goal  is  dependent upon our continued success in addressing factors relevant to
our  expansion  plan.  Those  factors  include,  but  are  not  limited  to:
-     locating  available  and  attractive  sites  for  new  restaurants;
-     negotiating  acceptable  purchase  or  lease  terms  for restaurant sites;
-     availability  of  adequate  financing  for  our  expansion;
-     ability to attract qualified franchisees and the ability of franchisees to
perform  their  obligations  to  us;
-     hiring,  training  and  retaining  competent managers and other personnel;
-     obtaining  necessary  governmental  permits  and  approvals;  and
-     suitable  economic  and  business  conditions  in the markets in which our
restaurants  are  to  be  located.

Some  of the factors on which the success of our plan depends are not within our
control.

WE  DEPEND  ON  OUR  KEY  PERSONNEL.

     We  are  dependent  upon  the continued availability of the services of our
executive  officers.  The  loss  of  the  services of key personnel could have a
material  adverse  effect  on  our  business.

THE  MARKET  PRICE  OF  OUR  COMMON  STOCK  MAY  FLUCTUATE  SUBSTANTIALLY.

     Our  quarterly  operating  results,  those  of  other restaurant companies,
changes  in  general  conditions  in the economy, the financial markets, natural
disasters,  terrorist  activities,  changes  in  earnings  estimates  or
recommendations  by  research  analysts, or other developments affecting us, our
competitors,  or  the  restaurant  industry  could cause the market price of our
common stock to fluctuate substantially.  In addition, in recent years the stock
market  has  experienced extreme price and volume fluctuations.  This volatility
has  had  a significant effect on the market prices of securities issued by many
companies for reasons unrelated to the operating performance of these companies.

                                   THE COMPANY

We  are  primarily  engaged  in the ownership, operation and franchising of
Steak  n  Shake restaurants through our wholly-owned subsidiaries, Steak n Shake
Operations,  Inc. and Steak n Shake, L.P.   Founded in 1934 in Normal, Illinois,
Steak  n  Shake  is  one  of the oldest restaurant chains in the country.  As of
April  7,  2004,  our  fiscal  second  quarter  end,  we  had  356 Company-owned
restaurants  and  59  franchised  restaurants  located  in  19  midwestern  and
southeastern  states.  Steak  n  Shake restaurants are generally open 24 hours a
day, seven days a week, and in addition to our core menu, offer a breakfast menu
during  breakfast  hours.  During  fiscal 2003, lunch and dinner sales accounted
for  approximately  36.4%  and 44.4% of sales, respectively, while breakfast and
late  night  sales  accounted  for  7.1%  and  12.1%  of  sales,  respectively.

                                 USE OF PROCEEDS

The  shares  being  offered  were  issued by us to the selling shareholders
pursuant  to their exercise of stock options granted to them in their capacities
as  directors  pursuant to our Nonemployee Director Stock Option Plans for 1998,
1999,  and  2000  (the  "Plans").  We will receive none of the proceeds from the
sale  of  the  shares being offered.  All proceeds from the sale will be paid to
the  individual  selling  shareholders.

                              SELLING SHAREHOLDERS

The  following  table  sets  forth  certain information with respect to the
selling  shareholders  as of the date of this prospectus.  Charles E. Lanham, J.
Fred Risk, John W. Ryan and James Williamson, Jr. are currently directors of the
Company.  Alva T. Bonda retired from the Board of Directors on February 9, 2000.
Neal  Gilliatt  died  while  serving  as  Director  Emeritus  of  the Company in
September, 2000.  Mr. Gilliatt's options may be exercised by his estate pursuant
to  the  terms  of  the  Plans.

We do not know when or in what amounts the selling shareholders may offer shares
for  sale.  The  selling  shareholders  may  elect not to sell any or all of the
shares  offered  by this prospectus.  Because the selling shareholders may offer
all  or  some  of  the  shares  pursuant to this offering, and because there are
currently no agreements, arrangements or understandings with respect to the sale
of  any  of  the  shares  that  will  be  held by the selling shareholders after
completion  of  the  offering,  we cannot estimate the number of the shares that
will  be  held  by  the  selling  shareholders after completion of the offering.
However,  for  purposes of this table, we have assumed that, after completion of
the  offering,  none of the shares covered by the prospectus will be held by the
selling  shareholders.

The  following  table  sets  forth, to our knowledge, information concerning the
selling  shareholders  as  of  May  7,  2004.




                                                           
                                                                     PERCENTAGE OWNED AFTER
                                         SHARES REGISTERED              SALE OF ALL SHARES
NAME. . . . . . . . . .  SHARES OWNED        HEREUNDER                 REGISTERED HEREUNDER (7)
-----------------------  ------------  ---------------------------  --------------------------------------------------------------
Alva T. Bonda               112,035 (1)         8,422                         *
Estate of Neal Gilliatt      27,832            11,722                         *
Charles E. Lanham           391,480 (2)         8,422                        1.5%
J. Fred Risk                116,299 (3)         8,422                         *
John W. Ryan                 19,382 (4)         8,422                         *
James Williamson, Jr.       326,752 (5)         8,422                        1.3%
                         -----------          --------                      -----
  Total                     993,780 (6)        53,832                        3.6%
                         ===========          ========                      ======





     _______________
     *   Less  than  1%.



(1)     Includes 70,458 shares held by the Bonda Family Limited Partnership, and
2,000  shares  held  by  a  marital  trust,  with  respect to which he disclaims
beneficial  ownership.

(2)     Includes  9,300  shares  which may be acquired pursuant to stock options
exercisable  within  60  days.  Also  includes 10,928 shares owned of record and
beneficially by Mr. Lanham's wife, with respect to which he disclaims beneficial
ownership, and 21,750 shares held by Hartford Heritage, LLC, of which Mr. Lanham
is  Managing  Member.

(3)     Includes  9,300  shares  which may be acquired pursuant to stock options
exercisable  within  60  days.  Also  includes  7,726 shares owned of record and
beneficially  by  Mr. Risk's wife, with respect to which he disclaims beneficial
ownership.

(4)     Includes  9,300  shares  which may be acquired pursuant to stock options
exercisable  within  60  days.

(5)     Includes  9,300  shares  which may be acquired pursuant to stock options
exercisable  within  60  days.  Also  includes 19,011 shares owned of record and
beneficially  by  Mr.  Williamson's  wife,  with  respect  to which he disclaims
beneficial  ownership.

(6)     Includes  37,200  shares which may be acquired pursuant to stock options
exercisable  within  60  days.

(7)     Based upon 27,455,223 total shares of common stock outstanding as of May
7,  2004,  as  listed on our most recent Form 10-Q for the period ended April 7,
2004,  which  was  filed  with  the  SEC  on  May  19,  2004.



                              PLAN OF DISTRIBUTION

TRANSACTIONS. The shares covered by this prospectus may be offered and sold from
time  to  time  by  the  selling  shareholders.  The term "selling shareholders"
includes  pledgees,  donees, transferees or other successors in interest selling
shares  received  after  the  date  of  this  prospectus from one of the selling
shareholders  as  a  pledge,  gift  or  other non-sale related transfer.  To the
extent  required,  this  prospectus may be amended and supplemented from time to
time  to describe a specific plan of distribution.  The selling shareholders may
offer  and  sell  their  shares  in  one  or more of the following transactions:
-     on  the  New  York  Stock  Exchange
-     in  negotiated  transactions  or
-     in  a  combination  of  any  of  these  transactions

In  addition,  any  shares  that qualify for sale pursuant to Rule 144 under the
Securities  Act of 1933 (the "Securities Act") may be sold under Rule 144 rather
than  pursuant  to  this  prospectus.

PRICES.  The  selling shareholders may sell their shares at any of the following
prices:

-     fixed  prices  which  may  be  changed
-     market  prices  prevailing  at  the  time  of  sale
-     prices  related  to  prevailing  market  prices  or
-     negotiated  prices

DIRECT  SALES;  AGENTS,  DEALERS AND UNDERWRITERS.  The selling shareholders may
sell  their  shares  in  any  of  the  following  ways:
-     directly  to  purchasers  or
-     to or through agents, dealers or underwriters designated from time to time

     Agents,  dealers  or  underwriters  may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or  the purchasers of shares for whom they act as agent or to whom they sell
as  principals,  or  both.  The  selling shareholders and any agents, dealers or
underwriters  that  act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any  discount  or  commission  received  by them and any profit on the resale of
shares  as principal might be deemed to be underwriting discounts or commissions
under  the  Securities  Act.

We  have  advised  the  selling shareholders that the anti-manipulation rules of
Regulation  M under the Securities Exchange Act of 1934 (the "Exchange Act") may
apply  to  sales  of  shares  in the market and to the activities of the selling
shareholders  and  their  affiliates.  In  addition, we will make copies of this
prospectus  available  to the selling shareholders for the purpose of satisfying
the  prospectus  delivery  requirements  of  the  Securities  Act.  The  selling
shareholders  may  indemnify any broker-dealer that participates in transactions
involving  the  sale  of  the  shares  against  certain  liabilities,  including
liabilities  arising  under  the  Securities  Act.

SUPPLEMENTS.  To  the extent required, we will set forth in a supplement to
this prospectus filed with the SEC the number of shares to be sold, the purchase
price  and  public  offering  price,  the  name or names of any agent, dealer or
underwriter,  and  any  applicable  commissions  or  discounts with respect to a
particular  offering.

STATE  SECURITIES  LAWS.  Under  the securities laws of some states, the selling
shareholders  may  only  sell  the  shares in those states through registered or
licensed  brokers  or  dealers.  In  addition,  in  some  states  the  selling
shareholders  may  not  sell  the  shares  unless  they  have been registered or
qualified  for  sale  in  that  state  or  an  exemption  from  registration  or
qualification  is  available  and  is  satisfied.

EXPENSES;  INDEMNIFICATION.  We  will  not  receive any of the proceeds from the
sale  of  the shares sold by the selling shareholders under this prospectus.  We
will bear all expenses related to the registration of this offering but will not
pay  for  underwriting  commissions, fees or discounts, if any.  The expenses we
will  pay  include:
-     all  registration  and  filing  fees
-     all  fees and expenses of complying with state blue sky or securities laws
-     all  costs  of  preparation  of  the  registration  statement
-     all  fees  of  our  counsel  and  independent  auditors

EFFECTIVENESS.   We intend to keep the Registration Statement of which this
prospectus  constitutes  a  part  effective  until  the earlier of such time as:
-     all  of  the  shares  covered  by  this  prospectus  have been disposed of
pursuant  to  the  Registration  Statement  or
-     all  unsold  shares may be sold pursuant to Rule 144 without regard to any
volume  limitations.


                                  LEGAL MATTERS

The  validity  of  the  shares offered hereby have been passed on for us by
Baker  &  Daniels,  Indianapolis,  Indiana.

                                     EXPERTS

Our  consolidated  financial  statements  as  of  and  for  the  year ended
September  24,  2003,  incorporated  by reference from our Annual Report on Form
10-K  for  the  year  ended  September 24, 2003, have been audited by Deloitte &
Touche  LLP,  independent  auditors,  as  set  forth  in  their report, which is
incorporated  herein  by reference.  Our consolidated financial statements as of
and  for the years ended September 23, 2002 and September 26, 2001, incorporated
by  reference  from  our Annual Report on Form 10-K for the year ended September
24,  2003,  have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report, which is incorporated herein by reference.  Our financial
statements  are incorporated by reference in reliance on the reports of Deloitte
&  Touche  LLP  and  Ernst  &  Young  LLP,  given  their authority as experts in
accounting  and  auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

We  have  filed  a Registration Statement with the SEC under the Securities
Act  that registers the sale of the shares of the Company's common stock and the
related  preferred  stock  purchase  rights  offered  by  this  prospectus.  The
Registration  Statement, including the attached exhibits and schedules, contains
additional  relevant  information  about  us,  the  common stock and the related
preferred  stock purchase rights.  The rules and regulations of the SEC allow us
to  omit  certain  information  included in the Registration Statement from this
prospectus.

In  addition,  we  file periodic reports, proxy statements and other information
with  the SEC under the Exchange Act.  You may read and copy this information at
the  Public  Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549.  You may obtain information on the operation of the Public Reference Room
by  calling  the  SEC at 1-800-SEC-0330.  The SEC also maintains an Internet web
site that contains reports, proxy statements and other information about issuers
like the Company that file information electronically with the SEC.  The address
of  that  site  is:  http://www.sec.gov.
                     ------------------

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The  SEC  allows  us  to  "incorporate  by reference" information into this
prospectus.  This  means  that  we  can disclose important information to you by
referring  you  to  another  document  filed  separately  with  the  SEC.  The
information  incorporated  by  reference  is  considered  to  be  part  of  this
prospectus, except for any information that is superseded by information that is
included  directly  in  this  document.
This  prospectus  incorporates  by  reference the documents listed below that we
have previously filed with the SEC.  They contain important information about us
and  our  financial  condition.
1)     Annual  Report  on  Form  10-K  for  the  year  ended September 24, 2003.

2)     Definitive  Proxy  Statement  on  Schedule  14A, dated December 19, 2003.

3)     Quarterly  Reports  on  Form 10-Q for the periods ended December 17, 2003
and  April  7,  2004.

4)     Current Reports on Form 8-K filed on November 12, 2003, January 20, 2004,
February  12,  2004  and  May  4,  2004.

5)     The  description  of  our  common  stock  set  forth  in the Registration
Statement on Form 8-A, dated October 28, 1996, including any amendment or report
filed  with  the  SEC  for  the  purpose  of  updating  that  description.

6)     The  description  of our preferred stock purchase rights set forth in the
Registration  Statement  on  Form  8-A  filed  on  May  17,  2001, including any
amendment  or  report  filed  with  the  SEC  for  the  purpose of updating that
description.


In  addition,  all  documents  and  reports filed by us pursuant to Section
13(a),  13(c),  14  or  15(d) of the Exchange Act subsequent to the date of this
prospectus  shall  be  deemed to be incorporated by reference in this prospectus
and  to  be  a part hereof from the date of filing of such documents or reports.
Any  statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this  prospectus to the extent that a statement contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein, modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  prospectus.

You  can obtain copies of any of the documents incorporated by reference in this
document  from  the  SEC through its web site or at the Public Reference Room at
the  address  described  above.  Documents  incorporated  by  reference are also
available  from  us  without  charge,  excluding any exhibits to those documents
unless  the  exhibit  is specifically incorporated by reference as an exhibit to
this  prospectus.  You  can  obtain  documents incorporated by reference in this
prospectus  by  requesting  them  in  writing  or  by  telephone  from us at the
following  address:
                                 David C. Milne
                          General Counsel and Secretary
                            The Steak n Shake Company
                              500 Century Building
                          36 South Pennsylvania Street
                           Indianapolis, Indiana 46204
                            Telephone: (317) 633-4100
                               www.steaknshake.com

     WE  HAVE  NOT  AUTHORIZED  ANYONE  TO  GIVE  ANY  INFORMATION  OR  MAKE ANY
REPRESENTATIONS  ABOUT  THE  OFFERING  MADE BY THIS PROSPECTUS THAT IS DIFFERENT
FROM,  OR IN ADDITION TO, THE INFORMATION CONTAINED IN THIS PROSPECTUS OR IN ANY
OF  THE  MATERIALS  THAT WE HAVE INCORPORATED INTO THIS DOCUMENT.  THEREFORE, IF
ANYONE  DOES  GIVE  YOU INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT.  IF
YOU  ARE IN A JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF
OFFERS  TO  EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS DOCUMENT OR THE
SOLICITATION  OF  PROXIES  IS  UNLAWFUL,  OR  IF  YOU ARE A PERSON TO WHOM IT IS
UNLAWFUL  TO  DIRECT THESE TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS
DOCUMENT  DOES  NOT  EXTEND  TO YOU.  THE INFORMATION CONTAINED IN THIS DOCUMENT
SPEAKS  ONLY AS OF THE DATE OF THIS DOCUMENT UNLESS THE INFORMATION SPECIFICALLY
INDICATES  THAT  ANOTHER  DATE  APPLIES.