-----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, Ae2ey6Z4cTKEakVgYJ7xnZLSeJ7mARnKnttUftT/Aq72eXSieHP4JQpzftZBZ7HZ 4aRPIp5PkfLO+X3t3qpS+Q== 0000892569-96-000367.txt : 19960408 0000892569-96-000367.hdr.sgml : 19960408 ACCESSION NUMBER: 0000892569-96-000367 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960403 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960405 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: 96544733 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) April 3, 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 April 3, 1996, CKE Restaurants, Inc. ("CKE") and Summit Family Restaurants Inc. ("Summit") announced a second amendment to their previously announced Merger Agreement. Under the terms of the Merger Agreement, as amended, CKE acquired from ABS MB (JB) Limited Partnership ("ABS") 946,714 shares of Series A Convertible Preferred Stock of Summit on April 4, 1996 at a purchase price of $5.27 in cash, and will complete the acquisition of Summit in a merger transaction for a purchase price equal to $2.63 per share in cash and .165 shares of CKE common stock. The shares of Summit Preferred Stock purchased by CKE represent all of the issued and outstanding shares of Summit Preferred Stock, and are presently convertible into shares of Summit Common Stock representing 16.5% of the outstanding shares on an as converted basis. In connection with the transfer of the shares, ABS also assigned its registration rights to CKE. The purchase of the shares of Summit Preferred Stock was approved by Summit's Board of Directors, and Summit waived its right of first refusal to facilitate the purchase of the preferred shares by CKE. The number of shares of CKE common stock to be issued in the Merger remains subject to adjustment under certain circumstances described in the Merger Agreement, as amended. The consummation of the Merger is currently expected to close by the end of May, and remains subject to a number of conditions, including Summit's shareholder approval and other customary conditions. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) Not applicable (b) Not applicable (c) Exhibits: 99.1 Press Release dated April 3, 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: April 5, 1996 By: /s/ Joseph N. Stein ----------------------- Chief Financial Officer 3 4 EXHIBIT INDEX
Exhibit Number Description Page Number - -------------- ----------- ----------- 99.1 Press Release dated April 3, 1996 5
4 EX-99.1 2 PRESS RELEASE DATED APRIL 3, 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 AND SUMMIT FAMILY RESTAURANTS ANNOUNCE SECOND AMENDMENT TO MERGER AGREEMENT ANAHEIM, Calif. - April 3, 1996 - CKE Restaurants, Inc. (NYSE:CKR) and Summit Family Restaurants Inc. (NASDAQ:SMFR) today announced a second amendment to the previously announced merger. 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 not to 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 also has 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 that the shareholder would otherwise receive in the merger. The merger, which is subject to Summit Family Restaurants' shareholder approval, is expected to close by the end of May 1996. (more) 5 2 CKE/Summit Merger Amendment 2-2-2 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 McComas. William P. Foley II, CKE Restaurants' chairman and chief executive officer, said, "We remain committed to completing a successful transaction that will benefit shareholders of both CKE Restaurants and Summit Family Restaurants." Summit Family Restaurants operates restaurants under three concepts: 78 company-owned and 24 franchised family style JB's Restaurants; six 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 approximately 665 Carl's Jr. quick-service restaurants, primarily located in California, Nevada, Oregon, Arizona, Mexico and the Pacific Rim. # # # 6 -----END PRIVACY-ENHANCED MESSAGE-----