-----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, CM1GY8oqER4nhdp2ctbVnyYmCcLr618fKBbjJqkiAfa2kEXqiR7AL6LV707ZgDGt 7QBZyIZm7E/0WRld/l8QIw== 0000892569-96-000069.txt : 19960131 0000892569-96-000069.hdr.sgml : 19960131 ACCESSION NUMBER: 0000892569-96-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960125 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960130 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: 96508699 BUSINESS ADDRESS: STREET 1: 1200 N HARBOR BLVD CITY: ANAHEIM STATE: CA ZIP: 92801 BUSINESS PHONE: 7147745796 8-K 1 CURRENT REPORT ON FORM 8-K DATED 01-25-96 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) January 25, 1996 ---------------- 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 January 25, 1996, CKE Restaurants, Inc. ("CKE") and Summit Family Restaurants Inc. ("Summit") announced an amendment to their previously announced Merger Agreement. Under the terms of the Merger Agreement, as amended, CKE will acquire Summit for a purchase price equal to $2.77 per share in cash and .17375 shares of CKE common stock. The number of shares of CKE common stock to be issued in the Merger remains subject to adjustment under certain circumstances. The consummation of the merger remains subject to certain conditions, including regulatory approval and Summit's shareholder approval. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable (b) Not applicable (c) Exhibits: 99.1 Press Release dated January 25, 1996 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: January 29, 1996 By: /s/ Joseph N. Stein ---------------------------- Chief Financial Officer 3 4 EXHIBIT INDEX
Exhibit Number Description Page Number -------------- ----------- ----------- 99.1 Press Release dated January 25, 1996 5
4 EX-99.1 2 PRESS RELEASE DATED JAN. 25, 1996 1 EXHIBIT 99.1 NEWS RELEASE FOR: CKE Restaurants, Inc. CONTACT: Loren Pannier Senior Vice President (714) 778-7109 FOR IMMEDIATE RELEASE CKE RESTAURANTS, INC. AMENDS MERGER AGREEMENT WITH SUMMIT FAMILY RESTAURANTS INC. ANAHEIM, Calif. -- January 25, 1996 -- CKE Restaurants, Inc. (NYSE:CKR) and Summit Family Restaurants Inc. (NASDAQ:SMFR) today announced an amendment to the previously announced merger. Under the terms of the amended merger agreement, CKE Restaurants will acquire all of the outstanding common and preferred stock of Summit Family Restaurants for a purchase price equal to $2.77 per share in cash and .1738 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 below $13.25, the exchange ratio may be adjusted at the option of CKE. If CKE elects to not adjust the exchange ratio, Summit has the right to terminate the agreement. At the current average CKE common stock price of $15.70, the total consideration would be $5.50 per share. The merger, which is subject to Summit Family Restaurants' shareholder approval, is expected to close by the end of April 1996. 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. Summit Family Restaurants operates restaurants under three concepts: 78 company and 24 franchised family style JB's Restaurants; six Galaxy Diner restaurants; and 16 HomeTown Buffet restaurants. # # # 5 -----END PRIVACY-ENHANCED MESSAGE-----