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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 Commission File
(Date of earliest event reported): Number:
DECEMBER 4, 1995 0-6054
SUMMIT FAMILY RESTAURANTS INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 87-0264039
______________________ _______________________________
(State or other jurisdiction of (IRS employer identification
incorporation or organization) number)
440 LAWNDALE DRIVE
SALT LAKE CITY, UTAH 84115
____________________________________________________
(Address of principal executive offices) (Zip Code)
(801) 463-5500
____________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
____________________________________________________________
(Former name or former address, if changed since last report)
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SUMMIT FAMILY RESTAURANTS INC.
ITEM 5. OTHER EVENTS.
The Company has entered into an Agreement and Plan of Merger and
Reorganization dated November 30, 1995, with CKE Restaurants, Inc., which
provides for the merger of the Company with a wholly owned subsidiary of CKE
Restaurants, Inc. The execution of the Agreement and certain of its terms were
publicly announced on December 1, 1995 in a news release included as an Exhibit
to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
Exhibit No. Description of Exhibit
20.1 News release dated December 1, 1995:
"Summit Family Restaurants Inc. and CKE
Restaurants, Inc. Announce Agreement and
Plan of Merger and Reorganization"
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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.
SUMMIT FAMILY RESTAURANTS INC.
(Registrant)
Date: DECEMBER 4, 1995 By: /s/ Charlotte L. Miller
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Charlotte L. Miller
Senior Vice President and
General Counsel
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NEWS RELEASE
FOR IMMEDIATE RELEASE: December 1, 1995
CONTACT: David E. Pertl
Senior Vice President/CFO
(801) 463-5500
SUMMIT FAMILY RESTAURANTS INC. AND CKE RESTAURANTS, INC. ANNOUNCE AGREEMENT
AND PLAN OF MERGER AND REORGANIZATION
SALT LAKE CITY, UTAH - Summit Family Restaurants Inc. (NASDAQ: SMFR) and CKE
Restaurants, Inc. (NYSE: CKR) 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.
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."
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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.
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