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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 11, 1998
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STAR BUFFET, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-23099 84-14307896
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
440 Lawndale Drive, Salt Lake City, Utah 84115-2917
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (801) 463-5500
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On September 11, 1998, the Registrant announced its Board of Directors
approved the repurchase from CKE Restaurants, Inc. of 2 million shares of the
Registrant's common stock for a purchase price equal to $5 million in cash and a
90-day promissory note in the amount of $7.5 million which bears interest at the
rate of 9% per annum. Such promissory note is secured by treasury stock of the
Registrant. The Registrant issued a news release announcing this repurchase on
September 11, 1998. A copy of such news release is filed as Exhibit 99.1 to this
Form 8-K.
Additionally, on September 11, 1998, the Registrant announced its Board
of Directors approved a stock repurchase plan authorizing the repurchase of up
to 500,000 shares of the Registrant's common stock. Such repurchases are to be
affected in the open market, in private transactions or through alternative
repurchase transactions approved by the Board of Directors. The Registrant
issued a news release announcing its stock repurchase program on September 11,
1998. A copy of such news release is filed as an Exhibit 99.2 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
Exhibit
Number
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99.1 Press Release dated September 11, 1998 regarding stock repurchase of
shares from CKE Restaurants, Inc.
99.2 Press Release dated September 11, 1998 regarding repurchase of shares.
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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.
STAR BUFFET, INC.
Date: September 25, 1998 By: /s/ ROBERT E. WHEATON
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Robert E. Wheaton
President and Chief Executive Officer
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EXHIBIT INDEX
The following exhibits are attached hereto and incorporated herein by
reference:
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<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
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2.1 Stock Repurchase Agreement dated September 10, 1998 (incorporated by
reference to the Company's filing on Form 10-Q on September 24, 1998).
99.1 Press Release dated September 11, 1998 regarding stock repurchase of
shares from CKE Restaurants, Inc.
99.2 Press Release dated September 11, 1998 regarding repurchase of shares.
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EXHIBIT 99.1
Star Buffet, Inc., and CKE Restaurants, Inc., Announce Repurchase of 2
Million Shares of Star Buffet, Inc., Common Stock from CKE Restaurants, Inc.
STAR LAKE CITY and ANAHEIM, Calif., Sept. 11 -- Star Buffet, Inc.,
(Nasdaq: STRZ) announced that its Board of Directors today approved the
repurchase from CKE Restaurants, Inc. (NYSE: CKR) of 2 million shares of Star
Buffet, Inc., held by CKE for a purchase price of $5 million in cash and a $7.5
million 90 day promissory note secured by treasury stock of Star Buffet.
The Board of Directors of Star Buffet determined that the repurchase
will be immediately accretive to earnings.
William P. Foley, II, Chairman and Chief Executive Officer of CKE
Restaurants, Inc., stated, "While CKE continues to believe Star Buffet is an
excellent investment, the sale of CKE's stock ownership interest in Star Buffet
is consistent with our stated goal to focus on quick service concepts. CKE will
continue to provide Star Buffet with necessary support services for an interim
period of time and Star will continue to participate in all phases of its
purchasing programs."
Statements that are not historical facts contained in this release are
forward-looking statements that involve risks and uncertainties, and actual
results could vary materially from the descriptions contained herein due to many
factors, including, but not limited to, product demand and market acceptance
risks; the effect of economic conditions; the impact of competitive products and
pricing; the results of financing efforts; implementation of the Star Buffet's
acquisition and strategic alliance strategy; the effect of the Star Buffet's
accounting policies and other risks detailed in the Star Buffet's Prospectus
dated September 24, 1997 and other filings with the Securities and Exchange
Commission.
Star Buffet, through its subsidiaries, currently operates 16 franchised
HownTown Buffet restaurants, nine franchised JB's Restaurants, six JJ North's
Grand Buffet restaurants, five North's Star Buffet restaurants, three Buddy
Freddy's restaurants, three Stacey's Buffet restaurants, two Maggies Buffet
restaurants and two Casa Bonita Mexican theme restaurants.
CKE Restaurants, Inc., through its subsidiaries and franchisees,
operates 745 Carl's Jr. quick-service restaurants, including 144 Carl's
Jr./Green Burrito dual-brand locations, primarily located in California, Nevada,
Oregon, Arizona and Mexico; 2,901 Hardee's quick-service restaurants in 39
states and 10 foreign countries including 100 Carl's Jr./Hardee's dual-brand
locations; 110 Taco Bueno quick-service restaurants in Texas and Oklahoma and 27
Rally's quick-service restaurants in California and Arizona.
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EXHIBIT 99.2
Star Buffet, Inc., Board of Directors Authorizes the Repurchase of up to
500,000 Shares of the Company's Common Stock.
SALT LAKE CITY, Sept. 11--Star Buffet, Inc. (Nasdaq: STRZ) today
announced that its Board of Directors has authorized the repurchase in the open
market, in private transactions or through alternative repurchase transactions
deemed appropriate by the board of directors, of up to 500,000 shares of the
Company's common stock . The Company believes that because of recent declines in
market price, its stock is an attractive value.
Statements that are not historical facts contained in this release are
forward-looking statements that involve risks and uncertainties, and actual
results could vary materially from the descriptions contained herein due to many
factors, including, but not limited to, product demand and market acceptance
risks; the effect of economic conditions; the impact of competitive products and
pricing; the results of financing efforts; implementation of the company's
acquisition and strategic alliance strategy; the effect of the Company's
accounting policies and other risks detailed in the Company's Prospectus dated
September 24, 1997 and other filings with the Securities and Exchange
Commission.
Star Buffet, through its subsidiaries, currently operates 16 franchised
HomeTown Buffet restaurants, nine franchised JB's Restaurants, six JJ North's
Grand Buffet restaurants, five North's Star Buffet restaurants, three Buddy
Freddy's restaurants, three Stacey's Buffet restaurants, two Maggies Buffet
restaurants and two Casa Bonita Mexican theme restaurants.
