-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RTe8YiJzyIDiN3rZjQGPwZplIcc9kOPZM5X6t7oZVYmcMSqKKX6wA9ZrQuBTx6wH weiuf95WhKyPNN4XP8UHaw== 0000950149-96-000369.txt : 19960408 0000950149-96-000369.hdr.sgml : 19960408 ACCESSION NUMBER: 0000950149-96-000369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960402 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960405 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT FAMILY RESTAURANTS INC CENTRAL INDEX KEY: 0000053281 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 870264039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06054 FILM NUMBER: 96544821 BUSINESS ADDRESS: STREET 1: 440 LAWNDALE DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 8015327840 MAIL ADDRESS: STREET 1: 440 LAWNDALE DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FORMER COMPANY: FORMER CONFORMED NAME: JBS RESTAURANTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: JBS BIG BOY FAMILY RESTAURANTS INC DATE OF NAME CHANGE: 19810830 8-K 1 FORM 8-K CURRENT REPORT DATED APRIL 2, 1996 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report Commission File (Date of earliest event reported): Number: APRIL 2, 1996 0-6054 SUMMIT FAMILY RESTAURANTS INC. (Exact name of registrant as specified in its charter) DELAWARE 87-0264039 (State or other jurisdiction (IRS employer identification of incorporation or organization) number) 440 LAWNDALE DRIVE SALT LAKE CITY, UTAH 84115 (Address of principal executive offices) (Zip Code) (801) 463-5500 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Page 1 of 4 2 SUMMIT FAMILY RESTAURANTS INC. ITEM 5. OTHER EVENTS. On April 2, 1996, Summit Family Restaurants Inc. (the "Company") entered into a Second Amendment to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with CKE Restaurants, Inc. ("CKE") (the "Second Amendment"). The Second Amendment amends the Merger Agreement dated November 30, 1995, as previously amended January 24, 1996, between the Company and CKE. The Merger Agreement, as amended, provides for the merger of the Company with a wholly-owned subsidiary of CKE, with the Company being the surviving corporation. The execution of the Second Amendment and certain of its terms were publicly announced on April 2, 1996 in a news release included as Exhibit 20.1 to this Form 8-K. On April 4, 1996, CKE purchased 946,714 shares of the Series A Convertible Preferred Stock (the "Preferred Stock") of the Company from ABS MB (JB) Limited Partnership ("ABS") for $5.27 per share. The shares purchased by CKE represent 100% of the Company's issued and outstanding Preferred Stock, and approximately 16.5% of the Company's total issued and outstanding voting securities. On April 2, 1996 the Company's Board of Directors specifically approved the aquisition of the Preferred Stock by CKE as part of the Second Amendment and also approved a waiver of the Company's right of first refusal to purchase the Preferred Stock. CKE also acquired ABS' rights under the Registration Rights Agreement dated October 27, 1993 between the Company and ABS. The closing of the sale of the Preferred Stock by ABS to CKE was publicly announced on April 5, 1996 in a news release included as Exhibit 20.2 to this Form 8-K. The holder of the Preferred Stock has the right to appoint two members to the Company's Board of Directors. The two directors appointed by ABS, William L. Paternotte and Frederick L. Bryant, have resigned from the Company's Board effective April 4, 1996. At the present time the Company understands that it is CKE's intention to fill the two vacancies on the Company's Board upon consummation of the Merger Agreement, as amended. Page 2 of 4 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No. Description of Exhibit - ----------- ---------------------- 2.1 Second Amendment to Agreement and Plan of Merger and Reorganization by and among Summit Family Restaurants Inc. and CKE Restaurants, Inc. dated April 2, 1996 20.1 News release dated April 2, 1996: "Summit Family Restaurants and CKE Restaurants Announce Second Amendment to Merger Agreement" 20.2 News release dated April 5, 1996: "Summit Family Restaurants Announces CKE Restaurants' Purchase of Outstanding Preferred Shares" Page 3 of 4 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUMMIT FAMILY RESTAURANTS INC. (Registrant) Date: APRIL 4, 1996 By: /s/ Charlotte L. Miller ------------- ----------------------- Charlotte L. Miller Senior Vice President and General Counsel Page 4 of 4 5 EXHIBIT INDEX Exhibit No. Description of Exhibit - ------- ---------------------- Ex. 2.1 Second Amendment to Agreement and Plan of Merger and Reorganization by and among Summit Family Restaurants Inc. and CKE Restaurants, Inc. dated April 2, 1996 Ex. 20.1 News release dated April 2, 1996: "Summit Family Restaurants and CKE Restaurants Announce Second Amendment to Merger Agreement" Ex. 20.2 News release dated April 5, 1996: "Summit Family Restaurants Announces CKE Restaurants' Purchase of Outstanding Preferred Shares" EX-2.1 2 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER 1 EXHIBIT 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Second Amendment, dated as of April 2, 1996 (this "Second Amendment"), to the Agreement and Plan of Merger and Reorganization, dated as of November 30, 1995 (the "Original Agreement"), as amended pursuant to the First Amendment to Agreement and Plan of Reorganization, dated as of January 24, 1996 (the "First Amendment") is by and among Summit Family Restaurants Inc., a Delaware corporation ("Summit"), and CKE Restaurants, Inc., a Delaware corporation ("CKE"). Capitalized terms not defined herein have the meanings set forth in the Original Agreement and the First Amendment. Except as specifically amended below, all provisions of the Original Agreement and First Amendment remain in full force and effect. RECITAL The respective Boards of Directors of Summit and CKE have determined to amend the Original Agreement and the First Amendment as set forth in this Second Amendment. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. PURCHASE OF SUMMIT PREFERRED STOCK. On or prior to April 4, 1996, CKE shall purchase all of the shares of Summit Preferred Stock from the holder thereof at a purchase price of $5.27 per share in cash. CKE hereby agrees to vote all of such shares of Summit Preferred Stock in favor of the transactions set forth in the Original Agreement, as amended by the First Amendment and the Second Amendment. 2. CONVERSION OF SECURITIES (SECTION 2.1). The first paragraph of Section 2.1 of the Original Agreement and the first paragraph of the definition of "Merger Consideration" in Section 2.1 of the Original Agreement, as amended by the First Amendment, are amended to read in full as follows: At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto each share of Summit Common Stock and Summit Preferred Stock issued and outstanding immediately prior 1 2 to the Effective Time, other than shares of Summit Common Stock for which appraisal rights have been exercised pursuant to Section 262 of the DGCL, and other than shares owned by CKE or its subsidiaries (which will be cancelled), will be converted into the right to receive the Merger Consideration. "Merger Consideration" means, for each share of Summit Common Stock and Summit Preferred Stock (other than shares owned by CKE or its subsidiaries, which will be cancelled): (a) $2.63 in cash (without interest) and (b) a number of shares of CKE Common Stock equal to $2.64 divided by the Adjusted CKE Price. 3. FAIRNESS OPINION (SECTION 6.9): Section 6.9 of the Original Agreement, as amended by the First Amendment, is hereby modified to read in full as follows: Summit shall have received letters from Piper Jaffray Inc. confirming the opinions rendered to Summit's Board of Directors on or prior to the date of the Original Agreement, on or prior to the date of the First Amendment and on or prior to the date of the Second Amendment to the effect that the terms of the Merger are fair to the holders of Summit Common Stock from a financial point of view, copies of which will be delivered to CKE at the Closing. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Sections 3.19(i) and 4.12(i) of the Original Agreement are hereby deleted in their entirety. CKE acknowledges receipt of the information provided to it regarding the separation compensation plan and procedures and other matters pursuant to the letter, dated February 29, 1996, from Summit. CKE and Summit agree that the such information does not constitute a violation of the Original Agreement, as amended, including Sections 3.19(vii) and 5.2(a) thereof. 2 3 5. TERMINATION (SECTION 9.1). Sections 9.1(c)(i)(A) and 9.1(d)(i)(A) are hereby deleted in their entirety. The date May 30, 1996 in every instance it appears in Section 9.1 in the Original Agreement, as amended by the First Amendment, is hereby changed to June 30, 1996. 6. ADOPTION OF ORIGINAL AGREEMENT BY MERGER SUB. Summit Merger, Inc., a Delaware corporation ("Summit Merger"), was recently organized by CKE for purposes of completing the Merger. Summit Merger, by its execution and delivery hereof, agrees to be bound by the terms and provisions of the Original Agreement, as amended, and is hereby made a party to the Original Agreement. For all purposes of the Original Agreement, all references to "Merger Sub" shall be deemed to refer to Summit Merger. 3 4 SIGNATURES IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or have caused this Amendment to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year first above written. SUMMIT FAMILY RESTAURANTS INC. By ____________________________________________ Don M. McComas President and Chief Executive Officer By ____________________________________________ Charlotte L. Miller Senior Vice President & General Counsel CKE RESTAURANTS, INC. By ____________________________________________ By ____________________________________________ SUMMIT MERGER, INC. By ____________________________________________ By ____________________________________________ EX-20.1 3 NEWS RELEASE DATED APRIL 5, 1996 1 EXHIBIT 20.1 NEWS RELEASE FOR IMMEDIATE RELEASE: Tuesday, April 2, 1996 CONTACT: David E. Pertl Senior Vice President, CFO Summit Family Restaurants Inc. (801) 463-5500 SUMMIT FAMILY RESTAURANTS AND CKE RESTAURANTS ANNOUNCE SECOND AMENDMENT TO MERGER AGREEMENT SALT LAKE CITY, UTAH -- Summit Family Restaurants Inc. (NASDAQ: SMFR) and CKE Restaurants, Inc. (NYSE: CKR) today announced a second amendment to the previously announced merger agreement. Under the terms of the amended merger agreement, CKE Restaurants will acquire all of the outstanding common stock of Summit Family Restaurants for a purchase price equal to $2.63 per share in cash and .165 shares of CKE common stock provided that the average CKE common stock price is between $15.00 per share and $17.00 per share at the closing. If the average CKE common stock price is higher than $17.00 or lower than $15.00 at the closing, the exchange ratio will be adjusted accordingly. If the average CKE common stock price is below $13.25 and CKE elects to not adjust the exchange ratio in favor of Summit, Summit has the right to terminate the agreement. At the current average CKE common stock price of approximately $16.00, the total consideration would be $5.27 per share. CKE Restaurants has also agreed to immediately purchase, for cash, the 946,714 outstanding preferred shares for $5.27 per share, which represents a discount from the $5.50 liquidation preference, which the preferred shareholder would otherwise receive in the merger As a result, the common shareholders will receive a higher value than if the preferred shares were acquired in the merger. The merger, which is subject to Summit Family Restaurants' shareholder approval, is expected to close by the end of May 1996. Commenting on the adjustment to the purchase price, Don McComas, president and chief executive officer of Summit Family Restaurants said, "Several of the Company's franchisees are experiencing financial difficulty thereby reducing the value of the Company's franchise system to CKE. This reduced value was the basis for the adjustment to the previously agreed upon purchase price. The Board of Directors of Summit has concluded that the revised merger consideration still represents the lowest risk and best known alternative for Summit's shareholders," continued Mr. McComas. William P. Foley, CKE Restaurants' chairman and chief executive officer, said, "We remain committed to completing a successful transaction that will benefit both CKE Restaurants' and Summit Family Restaurants' shareholders." Summit Family Restaurants operates restaurants under three concepts: 78 Company and 24 franchised family style JB's Restaurants; 6 Galaxy Diner restaurants; and 16 HomeTown Buffet restaurants. CKE Restaurants, Inc. is the parent of Carl Karcher Enterprises, Inc., which, along with its franchisees and licensees, operates 668 Carl's Jr. quick-service restaurants, primarily located in California, Nevada, Oregon, Arizona, Mexico and the Pacific Rim. # # # EX-20.2 4 NEWS RELEASE DATED APRIL 5, 1996 1 EXHIBIT 20.2 NEWS RELEASE FOR IMMEDIATE RELEASE: Friday, April 5, 1996 CONTACT: David E. Pertl Senior Vice President, CFO Summit Family Restaurants Inc. (801) 463-5500 SUMMIT FAMILY RESTAURANTS ANNOUNCES CKE RESTAURANTS' PURCHASE OF OUTSTANDING PREFERRED SHARES SALT LAKE CITY, UTAH -- Summit Family Restaurants Inc. (NASDAQ: SMFR) announced today that CKE Restaurants, Inc. (NYSE: CKR) has completed the previously announced acquisition of all of its outstanding preferred shares from ABS MB (JB) Limited Partnership. Concurrently with the sale, Frederick L. Bryant and William L. Paternotte, the two Summit Board members elected by ABS MB (JB), resigned from the Summit Board. This purchase gives CKE Restaurants a 16.5% ownership position in Summit and is the first step in completing the previously announced merger with Summit. The merger, which is subject to Summit's stockholder approval, is expected to close by the end of May 1996. Summit Family Restaurants Inc. has restaurant operations in nine western states, including 77 Company-operated and 24 franchised JB's Restaurants, 6 Galaxy Diner restaurants and 16 HomeTown Buffet restaurants. # # # -----END PRIVACY-ENHANCED MESSAGE-----