Not so long ago, the formula for activist investing was simple: Buy a 5% stake and file a 13-D, blasting the company's management for its poor performance and excess compensation. Raise hell until they put the company up for sale and a private equity firm takes advantage of the company's low stock price. Then cash out, having made yourself and your fellow shareholders rich. What if the company headed into the toilet after it was taken private? Not your problem.

Those days are long gone. With the private equity business the quietest it's been in a long time, there are no third parties ready to scoop up bargain-priced stocks after activist shareholders push them to the auction block. Increasingly, activist shareholders are having to stick around for the long-term, pushing for improved corporate governance and better management as a way to increase returns.

Sonic Corp. (NYSE: SONC) is looking to refranchise hundreds of its company-owned restaurants, as franchised locations have been outperforming of late.

It's a good idea. Franchisees are more motivated to produce strong results than paid-by-the-hour managers, and getting out of the operations business and living on franchise fees and royalties will reduce risk and could increase returns.

But the problem, according (subscription required) to The Wall Street Journal is that tight credit markets and a weak economy could make it difficult for prospective franchisees to make the investment to buy or open Sonic locations.

Shares of The Steak n Shake Company (NYSE: SNS) are up about 5% today on an analyst report that hedge fund manager turned shareholder activist turned Steak n' Shake CEO Sardar Biglari is "making quick strides" toward a turnaround at the company.

Biglari became chairman of the company back in June after a proxy contest that kicked out a regime that had underperformed for years, and became CEO earlier this month after the board spent a few months looking to bring someone in from the outside.

Biglari certainly qualifies as investor-friendly but he looks like could be overexposed in a role that involves turning around a restaurant chain. He's currently CEO of the much smaller Western Sizzlin Corporation (NASDAQ: WEST) chain, but his prior experience in the restaurant industry is pretty much limited to an investment in Friendly's that culminated in a sale to a private equity firm at a price that, in retrospect, appears to have been too high.

When most companies report bad numbers in a tough economy, they're quick to blame their woes on the macro picture.

This bothers me because it's pretty hypocritical: I have never once seen a company report good numbers in a good economy and tell investors in the press release that 'We're getting bailed out by the economy right now. We haven't made good strategic decisions, but hey, in a market like this, Richard Wagoner could make money! I can't believe how much we get paid for this!'

But when Steak n' Shake (NYSE: SNS) reported a loss of $9.8 million for the third quarter vs. break-even last year, the company's newly-installed CEO Sardar Biglari didn't blame high gas prices and low consumer confidence. Here's his statement from the press release:

In my view, our poor performance is not the result of poor economic conditions. Much of our operating shortfall, I believe, is the result of our own lack of execution. As a company that began in the midst of the Great Depression, we have a deep heritage from one of the great American brands and are fortunate to have attracted committed and passionate employees, benefits that we believe will allow us once again to become a thriving chain.

There is no holiday break for the rumor mill as word of many a company's activity is bantered about.



BUILD-A-BEAR WORKSHOP INC (NYSE: BBW)

As the stock shot up 14% the other day, it was revealed that the warm and fuzzy big bear hired Lehman Brothers to "explore strategic alternatives." Some analysts think an LBO is what will happen, and range the valuation at from $34 to $36. Very recently the company reduced its second quarter per share profit expectations to 7 cents to 10 cents, down from 15 cents to 19 cents, because of slow sales at stores that have been opened for at least a year. Here's a bear to be bullish on.


COUNTRYWIDE FINANCIAL CORPORATION (NYSE: CFC)

It's troubled times for the nation's largest mortgage lender. Earlier in the week the shares began to fall when it was revealed that they may be a part of a government investigation into subprime loans. It certainly doesn't help that three former company executives pleaded guilty to conducting insider trading in shares of Countrywide. The heat is on.


THE STEAK N SHAKE COMPANY (NYSE: SNS)

Two Texas investment groups, HBK Investments and Lone Star Funds, who between them own about 9.5% of the company, are said to be interested in digesting the whole dang thing. The 490 restaurant chain that has operations in 20 states just saw their most recent quarterly profit drop 30% from the previous year, as same store sales fell 4.7%. Gentlemen that they are though, they'll only pursue the sizzle if the board cooks it up with them.



STILL FLYING AROUND


WENDY'S INTERNATIONAL INC (NYSE: WEN)

They say they may want to sell the company, and the latest firm to gobble up shares is Tudor Investment, purchasing a 6.1% stake.


TD AMERITRADE HOLDING CORPORATION (NASDAQ: AMTD)

Jana Partners and S.A.C. Capital Advisors, who have about an 8.4% combined ownership of AMTD, are keeping the pressure on for the firm to partner up with another brokerage firm, and have now formalized their demands.



BUZZ


DJO INCORPORATED (NYSE: DJO): MMI Investments purchased 9.4% of the company's shares. When they buy in, they usually see the company acquired...Pride International Inc (NYSE: PDE): Spin off of foreign assets, or a possible takeover, has attracted interest...Legg Mason Inc (NYSE: LM): Pershing Square Capital, whose activist leader William Ackman has tried to push around McDonald's Corporation (NYSE: MCD) and Wendy's, has taken a 1.5% share of the company.

Earlier this week, papers filed with the SEC showed that a group of investors have purchased a 9.5% stake in Steak n Shake (NYSE: SNS). Steak n Shake is a major American restaurant chain, with nearly 500 locations throughout the Midwest and southern US.

The SEC documents indicate that HBK Management LLC leads a group of investors who have paid $412 million for 2.7 million shares of the company. HBK, based in Dallas, Texas, manages roughly $13 billion in equity capital, making it one of the larger private investment funds. The firm is named after Harlan B. Korenvaes, former Managing Director of Merrill Lynch & Co. (NYSE: MER). He founded HBK in 1991, starting with $30 million in capital.

Steak n Shake shares surged on news of the investment. Share prices had fallen in May with the company's announcement of reduced guidance for 2007 earnings, and were trading in the $15 range before the new investment. Shares have rebounded to the $17 level, up roughly 15%.

Steak n Shake is headquartered in Indianapolis. It offers a hybrid of fast food and restaurant dining, with made-to-order hamburgers (the justly famous "Steakburger"), real silverware, and milkshakes that actually contain milk. The investors say they have no plans to take control of the company, but rather seek to develop new strategies to improve the company's performance.

MOST NOTEWORTHY: Applied Materials (AMAT), Southern Union (SUG), Alcatel-Lucent (ALU), Lamar (LAMR) and Trump Entertainment (TRMP) led the noteworthy upgrade list today:

• UBS upgraded shares of Applied Materials (NASDAQ: AMAT) to Buy from Neutral as they expect the company to benefit from increased capital spending by Rexchip, the joint venture of Elpida and Powerchip. After speaking to contacts, UBS believes shipments to Rexchip will total around $640M in 2007.

• Southern Union (NYSE: SUG) was upgraded to Overweight from Neutral at JP Morgan.

• Credit Suisse upgraded shares of Alcatel-Lucent (NYSE: ALU) to Outperform from Neutral on improved earnings visibility and the potential for incremental cost savings.

• SMH Capital upgraded shares of Lamar Advertising (NASDAQ: LAMR) to Buy from Neutral after the conference call indicated the run rate for digital deployment is increasing, while capex per board is declining. The firm thinks the Street may be overlooking the potential for significant earnings acceleration into 2008.

• Nollenberger upgraded shares of Trump Entertainment Resorts (NASDAQ: TRMP) to Neutral from Sell based on valuation and believes fair value is $14/share...

OTHER UPGRADES:

• SunTrust upgraded shares of American Eagle Outfitters (NYSE: AEO) to Buy from Neutral.

• Raymond James raised Steak n Shake (NYSE: SNS) to Market Perform from Underperform.

• Nvidia Corp (NASDAQ: NVDA) upgraded shares to Buy from Hold.

• Buckingham upgraded Blackrock Inc (NYSE: BLK) to Strong Buy from Neutral.

• RBC Capital upgraded US Auto Parts Network (NASDAQ: PRTS) to Outperform from Sector Perform.

• HSBC raised Chartered Semiconductor (NASDAQ: CHRT) to Neutral from Underweight.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).