-----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, EFvaRFRwmBFa40nLu+UAYLO+9UL8a/QWvrUI3EyVR8w0eD1LQGGL+j3iBmVeTnqD ZiT4g0vGqfsR7iwlhGiCMA== 0000892569-95-000703.txt : 19951208 0000892569-95-000703.hdr.sgml : 19951208 ACCESSION NUMBER: 0000892569-95-000703 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951201 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951206 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CKE RESTAURANTS INC CENTRAL INDEX KEY: 0000919628 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 330602639 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11313 FILM NUMBER: 95599603 BUSINESS ADDRESS: STREET 1: 1200 N HARBOR BLVD CITY: ANAHEIM STATE: CA ZIP: 92801 BUSINESS PHONE: 7147745796 8-K 1 FORM 8-K 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 (Date of earliest event reported) December 1, 1995 ---------------- CKE RESTAURANTS, INC. --------------------- (Exact name of registrant as specified in charter) Delaware 1-13192 33-0602639 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1200 North Harbor Boulevard, Anaheim, California 92801 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 774-5796 -------------- ----------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 2 Item 5. Other Events ------------ On December 1, 1995, CKE Restaurants, Inc. ("CKE") and Summit Family Restaurants, Inc. ("Summit") announced that they have entered into an agreement and plan of merger and reorganization, dated as of November 30, 1995 ("The Merger Agreement"). The Merger Agreement provides for the acquisition of Summit by CKE by means of merger of Summit with and into a wholly owned subsidiary of CKE. In the merger, each outstanding share of Summit common stock and preferred stock will be converted into the right to receive .20513 shares of CKE common stock (subject to adjustment) and $3.00 in cash. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) Not applicable (b) Not applicable (c) Exhibits: 99.1 Press Release dated December 1, 1995 2 3 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. CKE RESTAURANTS, INC. Date: December 5, 1995 By: /s/ Joseph N. Stein ----------------------------- Chief Financial Officer 3 4 EXHIBIT INDEX
Exhibit Number Description Page Number -------------- ----------- ----------- 99.1 Press Release dated December 1, 1995 5
4 EX-99.1 2 PRESS RELEASE DATED DECEMBER 1, 1995 1 Exhibit 99.1 NEWS RELEASE FOR: CKE Restaurants, Inc. CONTACT: Loren Pannier CKE Restaurants, Inc. 714.778.7109 William P. Foley CKE Restaurants, Inc. 805.563.8600 ext. 248 FOR IMMEDIATE RELEASE CKE RESTAURANTS, INC. AND SUMMIT FAMILY RESTAURANTS INC. ANNOUNCE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Anaheim, Calif. - December 1, 1995 - CKE Restaurants, Inc. (NYSE:CKR) and Summit Family Restaurants Inc. (NASDAQ:SMFR) today announced the signing of an agreement and plan of merger and reorganization. Under the terms of this merger agreement, CKE Restaurants will acquire all of the outstanding common and preferred stock of Summit Family Restaurants for a purchase price equal to $3.00 per share in cash and .20513 shares of CKE common stock provided that the average CKE common stock price is between $12.25 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 $12.25 at the closing, the exchange ratio may be adjusted accordingly. This transaction will result in the merger of Summit Family Restaurants into a newly formed subsidiary of CKE Restaurants, which will survive the merger. The merger, which is subject to Summit Family Restaurants' shareholder approval and other customary conditions, is expected to close in the first quarter of 1996. (more) 5 2 2-2-2 Summit Family Restaurants operates restaurants under three concepts: 79 company and 25 franchised family style JB's Restaurants; six Galaxy Diner restaurants, which is a promising new 50's diner concept; and 16 HomeTown Buffet restaurants. CKE Restaurants anticipates the timely disposition for cash of the 16 HomeTown Buffet restaurants and will consider a possible sale of a yet to be determined number of JB's Restaurant locations. Any such sales would generate positive cash flows for use in the expansion of the Galaxy Diner concept. William P. Foley, CKE Restaurants' chairman and chief executive officer, said, "The merger of Summit Family Restaurants is an excellent financial transaction that will benefit both CKE Restaurants' and Summit Family Restaurants' shareholders. We intend to pursue the sale of the 16 HomeTown Buffet restaurants and will assess the possible sale of certain of the JB's Restaurants." Foley continued. "Don McComas is a strong operator, who, along with his management team, has created the Galaxy Diner concept which we are especially excited about and view as a rapid expansion vehicle." Don M. McComas, president and chief executive officer of Summit Family Restaurants, comments, "This merger will create opportunities for our restaurant concepts and people which might not otherwise have been available. Additionally, this merger will allow our shareholders to receive an ownership position in CKE Restaurants, which is the sixth largest hamburger chain in the nation and has experienced an extraordinary recovery with substantial growth in both same-store sales and earnings in the current year." 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. # # # 6 -----END PRIVACY-ENHANCED MESSAGE-----