SC 13D 1 sc13d.txt CKE RESTAURANTS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 CKE Restaurants, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 12561E105 -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Hudson Jr. Pirate Capital LLC 200 Connecticut Avenue, 4th Floor Norwalk, CT 06854 (203) 854-1100 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 27, 2006 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) -------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ------------------------------ --------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 2 OF 9 PAGES ------------------------------ --------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PIRATE CAPITAL LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 343,700 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,190,060 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,190,060 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ------------------------------ --------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 3 OF 9 PAGES ------------------------------ --------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THOMAS R. HUDSON JR. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,846,360 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 343,700 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,190,060 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,190,060 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ------------------------------ --------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 4 OF 9 PAGES ------------------------------ --------------------- Item 1. SECURITY AND ISSUER The Schedule 13D filed by Pirate Capital LLC, a Delaware limited liability company, and Thomas R. Hudson Jr. (together, the "Reporting Persons"), relates to the shares ("Shares") of common stock, of CKE Restaurants, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 6307 Carpinteria Avenue, Ste. A, Carpinteria, California. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by Pirate Capital LLC, a Delaware limited liability company and Thomas R. Hudson Jr. (the "Reporting Persons"). Each of the Reporting Persons is deemed to be the beneficial owner of the Shares, held by Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company, Ltd. (the "Holders"). The Reporting Persons disclaim that they and/or the Holders are members of a group as defined in Regulation 13D-G. (b) The principal business address of the Reporting Persons is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. (c) The principal business of Pirate Capital LLC is providing investment management services to investment partnerships and other entities. Thomas R. Hudson Jr. is the sole owner and Managing Member of Pirate Capital LLC. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Thomas R. Hudson Jr. is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Funds for the purchase of the Shares were derived from available capital of the Holders. A total of approximately $58,761,301 was paid to acquire the Shares. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired the Shares believing them to be substantially undervalued. The Reporting Persons may make further purchases of the Shares from time to time and may dispose of any or all of the Shares held by them at any time. Reporting Persons continue to be supportive of management from an operational perspective following meetings held January 24, 2006 among a representative of Reporting Persons and senior executives of the Issuer. The Reporting Persons, however, advised Issuer of their general opposition to stockholder rights plans, and that Reporting Persons viewed with particular distaste the feature in Issuer's recently adopted rights plan which would keep the plan in place through calendar 2006 even if shareholders fail to approve the plan at Issuer's next annual meeting. --------------------------- ------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 5 OF 9 PAGES --------------------------- ------------------- The Reporting Persons intend to continue to encourage the Issuer to pursue initiatives that would maximize the long-term value of the Issuer for all shareholders. These initiatives could include, among others, a possible sale-leaseback of owned real estate, and the return of a substantial portion of the proceeds thereof and of Issuer's free cash flow from operations to its shareholders through a more aggressive stock repurchase program. Except as set forth herein, none of the Reporting Persons has any present plan or proposal that would relate to or result in any of the matters set forth in Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, price levels of the Shares, conditions in the securities market, general economic and industry conditions, and actions taken by the Issuer's board of directors, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, electing persons to the Issuer's board of directors, and, alone or with others, pursuing discussions with the Issuer, other stockholders and third parties with regard to their investment in the Issuer, and/or otherwise changing their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. (a) As of the close of business on February 6, 2006, the Reporting Persons beneficially owned 4,190,060 Shares, constituting approximately 7.0% of the Shares outstanding. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 59,459,678 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended November 7, 2005. (b) By virtue of its position as general partner of Jolly Roger Fund LP, Pirate Capital LLC has the power to vote or direct the voting, and to dispose or direct the disposition of, all of the 343,700 Shares held by Jolly Roger Fund LP. By virtue of an agreement with Jolly Roger Offshore Fund, LTD and Jolly Roger Activist Portfolio Company LTD, Pirate Capital LLC has dispositive power with respect to all of the 3,846,360 Shares held by Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. By virtue of his position as sole Managing Member of Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, Thomas R. Hudson Jr. has sole voting power with respect to the 3,846,360 Shares held by Jolly Roger Offshore Fund LTD and Jolly Roger Activist Fund LTD. By virtue of his position as sole Managing Member of Pirate Capital LLC, Thomas R. Hudson Jr. is deemed to have shared voting power and shared dispositive power with respect to all Shares as to which Pirate Capital, LLC has voting power or dispositive power; thus giving him an aggregate of shared voting power with respect to the 343,700 Shares and shared dispositive power with respect to 4,190,060 Shares with Pirate Capital LLC. (c) The following transactions in the Shares were effected by the Reporting Persons during the past 60 days. All of the Shares were purchased in open market transactions. --------------------------- ------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 6 OF 9 PAGES --------------------------- ------------------- Jolly Roger Activist Portfolio Company LTD Trade Date Shares Purchased (Sold) Price per Share ---------- ---------------- --------------- 1/3/2006 147,200 13.35 1/4/2006 200,000 13.46 1/6/2006 500,000 13.40 1/30/2006 200,000 15.35 1/31/2006 260,000 15.55 Jolly Roger Fund LP Trade Date Shares Purchased (Sold) Price per Share ---------- ---------------- --------------- 12/6/2005 10,000 13.08 12/7/2005 20,000 13.03 12/16/2005 33,700 13.94 12/19/2005 30,200 13.48 12/20/2005 23,900 13.44 1/6/2006 116,000 13.40 1/20/2006 10,000 13.99 1/27/2006 81,400 15.17 2/3/2006 17,000 16.35 Jolly Roger Offshore Fund LTD Trade Date Shares Purchased (Sold) Price per Share ---------- ---------------- --------------- 12/6/2005 40,000 13.08 12/7/2005 80,000 13.03 12/8/2005 75,000 13.09 12/9/2005 36,100 13.04 12/16/2005 135,000 13.94 12/19/2005 120,000 13.48 12/20/2005 95,700 13.44 12/21/2005 47,300 13.53 12/22/2005 100,000 13.47 12/23/2005 57,500 13.50 12/29/2005 100,000 13.48 12/30/2005 170,700 13.42 1/4/2006 250,000 13.46 1/6/2006 464,000 13.40 1/13/2006 44,700 14.15 1/20/2006 40,000 13.99 1/27/2006 57,660 15.17 1/27/2006 18,000 15.25 1/27/2006 250,000 15.22 1/30/2006 25,200 15.33 1/30/2006 252,700 15.35 2/2/2006 74,000 16.18 --------------------------- ------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 7 OF 9 PAGES --------------------------- ------------------- Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. As set forth below, the Reporting Persons sold, as of February 6, 2006, put options requiring it to purchase an aggregate of 227,500 shares of Common Stock, each of which was sold on the open market:
Date of Sale Shares Exercise Price per Expiration Date Purchase Price per Underlying Share ($) Option ($) Options ------------------------------------------------------------------------------------------- 01/26/06 100,000 15.00 06/16/06 1.00 01/26/06 127,500 15.00 03/17/06 .52
Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Company. --------------------------- ------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 8 OF 9 PAGES --------------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 6, 2006 PIRATE CAPITAL LLC By: /s/ Thomas R. Hudson Jr. --------------------------- Name: Thomas R. Hudson Jr. Title: Portfolio Manager /s/ Thomas R. Hudson Jr. ------------------------------ Thomas R. Hudson Jr. --------------------------- ------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 9 OF 9 PAGES --------------------------- ------------------- EXHIBIT INDEX 1. Exhibit A - Joint Acquisition Statement, dated February 6, 2006. EXHIBIT A JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 6, 2006 PIRATE CAPITAL LLC By: /s/ Thomas R. Hudson Jr. --------------------------- Name: Thomas R. Hudson Jr. Title: Portfolio Manager /s/ Thomas R. Hudson Jr. ------------------------------ Thomas R. Hudson Jr.