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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CKE Restaurants, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
485636104
(CUSIP Number)
William P. Foley, II
President
Bognor Regis, Inc.
3811 W. Charleston
Suite 210
Las Vegas, Nevada 89102
Tel. (702) 877-3003
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 1995
(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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the
statement / /.
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SCHEDULE 13D
CUSIP NO.: 485636104
(1) NAME OF REPORTING PERSON:
Cannae Limited Partnership, a Nevada Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
IRS. No.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 3,820,002
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 3,820,002
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,820,002
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.35%
(14) TYPE OF REPORTING PERSON: PN
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SCHEDULE 13D
CUSIP NO.: 485636104
(1) NAME OF REPORTING PERSON:
Folco Development Corporation, a Nevada Corporation
Daniel V., Inc., a Nevada Corporation
Daniel D. Lane Revocable Trust, u/d/t 7/10/92
Frank P. Willey
Ce Mar Las Vegas X, Inc., a Nevada corporation
Berry Living Trust, u/d/t 11/5/87
Salvatore Family Trust, u/d/t 11/8/91
Max Hickman
Lawrence Calinda
Wayne Diaz
Carl A. Strunk
Ron Maggard
Daniel M. Culnane
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF BK OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
Folco - Nevada Ce Mar - Nevada
Daniel V. - Nevada Berry Trust - California
Lane Trust - Nevada Salvatore Trust - California
Individuals - United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 4,343,752
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 4,343,752
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,343,752
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.14%
(14) TYPE OF REPORTING PERSON: CO IN OO-Trust
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The Schedule 13D of Cannae Limited Partnership, a Nevada
Limited Partnership (the "Partnership") with respect to shares of common stock,
par value $.01 per share (the "CKE common stock") of CKE Restaurants, Inc. a
Delaware corporation ("CKE") (the "Partnership 13D"), is hereby amended as set
forth below. In addition, as stated in the last paragraph of Item 2 of the
Restated Schedule 13D and Amendment No. 2, dated December 10, 1993, of Folco
Development Corporation, a Nevada Corporation, Daniel V., Inc., a Nevada
Corporation, the Daniel D. Lane Revocable Trust, u/d/t 7/10/92, Frank P.
Willey, Ce Mar Las Vegas X, Inc., a Nevada corporation, the Berry Living Trust,
u/d/t 11/5/87, the Salvatore Family Trust, u/d/t 11/8/91, Max Hickman, Lawrence
Calinda, Wayne Diaz, Carl A. Strunk, Ron Maggard and Daniel M. Culnane
(collectively, the "Other Filing Persons") with respect to CKE common stock,
this Amendment No. 1 to the Partnership 13D will also serve to disclose and
update information with respect to the Other Filing Persons. All capitalized
terms used herein without definition have the definitions given to such terms
in the Partnership 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Partnership 13D is hereby amended by adding
thereto the following:
Mr. Foley became a director of CKE in December, 1993, the
Chairman of the Board of CKE in March, 1994 and Chief Executive Officer of CKE
in October, 1994. Daniel D. (Ron) Lane ("Mr. Lane"), President of Daniel and
trustee of the Daniel D. Lane Revocable Trust (the "Lane Trust"), each of which
are limited partners of the Partnership, became a director of CKE in December,
1993 and became the Chief Executive Officer of Boston Pacific, Inc., a
subsidiary of CKE, in October, 1994. Mr. Willey became a director of CKE in
June, 1994.
During the period between December 30, 1994 and January 11,
1995, Fidelity National Financial, Inc., a Delaware corporation ("Fidelity")
purchased 256,000 shares of CKE common stock, which constitute 1.36 percent of
the outstanding shares of CKE common stock. Reference is hereby made to the
Schedule 13D of Fidelity with respect to such shares of CKE common stock (the
"Fidelity 13D"). Reference is also made to the Fidelity 13D for a description
of various relationships between Fidelity and certain partners of the
Partnership or certain of the Other Filing Persons. As more fully described
therein, Mr. Foley is the Chairman of the Board and Chief Executive Officer of
Fidelity, Mr. Willey is the President and a director of Fidelity, and Mr. Lane
is a director of Fidelity, and, more generally, a number of the partners of the
Partnership and a number of the Other Filing Persons are, or are entities
associated with individuals who are, officers, directors or employees of
Fidelity.
By virtue of the relationships described in the Fidelity 13D,
a group comprised of the Partnership and the Other
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Filing Persons (the "Cannae Group") could be deemed to be members of a group
with respect to shares of CKE common stock comprised of the Cannae Group and
Fidelity, and accordingly, pursuant to Rule 13d-5(b)(i) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the members of the
Cannae Group could be deemed to be the beneficial owners of the shares of CKE
common stock beneficially owned by Fidelity. Each member of the Cannae Group
expressly disclaims that it has entered into an agreement with Fidelity for
purposes of acquiring, holding, voting or disposing of equity securities of CKE
and further disclaims that it is a member of a group with respect to such
securities comprised of the Cannae Group and Fidelity. Each member of the
Cannae Group further expressly disclaims beneficial ownership of the shares of
CKE common stock beneficially owned by Fidelity, other than those shares owned
directly by such member.
Fidelity states in the Fidelity 13D that, notwithstanding
that it expressly disclaims beneficial ownership of shares of CKE common stock
beneficially owned by the Cannae Group and notwithstanding that it has acquired
the shares of CKE common stock owned by it for the purpose of investment, it
may at any time in the future determine to, and expressly reserves the right
to, take actions with respect to CKE and/or its equity securities in parallel
to or in concert with actions taken by the Cannae Group, if and to the extent
that Fidelity determines that the taking of such actions by it are in its and
its shareholders best interests. Fidelity further states in the Fidelity 13D
that it reserves the right to take any such actions independent of any actions
of, or any plans or proposals of, the Cannae Group.
Similarly, the Cannae Group expressly reserves the right to
take actions with respect to CKE and/or its equity securities in parallel to or
in concert with actions taken by Fidelity. The Cannae Group reserves the right
to take any such actions independent of any actions of, or any plans or
proposals of, Fidelity.
Except as specified above, the Cannae Group and its members do
not have any specific plans or proposals that relate to or would result in any
of the actions specified in Item 4 of Schedule 13D but retain the right to take
all such actions as they may deem appropriate. Subject to the continuing
review of the business prospects of CKE and depending on market conditions,
economic conditions and other relevant factors, the Cannae Group and its
members may determine (either independent of or in concert with Fidelity, as
described above) to increase, decrease or entirely dispose of their holdings in
CKE, purchase by private purchase, in the open market, by tender offer or
otherwise, additional equity securities of CKE for investment, or acquire or
seek to acquire control of CKE by merger, proxy solicitation, exchange of
securities, asset acquisition, tender offer or in privately negotiated
transactions on such terms and at such times as they may consider desirable.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Partnership 13D is hereby amended by adding
thereto the following:
With respect to the share and percentage ownership of CKE
common stock by Fidelity, reference is made to the Fidelity 13D. As indicated
above, the Cannae Group disclaims beneficial ownership of the shares of CKE
common stock owned directly by Fidelity.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
January 12, 1995
Cannae Limited Partnership
By: Bognor Regis, Inc., its
General Partner
By: /s/ William P. Foley, II
--------------------------------
Name: William P. Foley, II
Title: President
Folco Development Corporation
By: /s/ William P. Foley, II
--------------------------------
Name: William P. Foley, II
Title: President
Daniel V., Inc.
By: /s/ Daniel D. (Ron) Lane
--------------------------------
Name: Daniel D. (Ron) Lane
Title: President
/s/ Daniel D. (Ron) Lane
--------------------------------
Daniel D. (Ron) Lane, as Trustee
of the Daniel D. Lane Revocable
Trust u/d/t July 10, 1992
/s/ Frank P. Willey
--------------------------------
Frank P. Willey
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Ce Mars Las Vegas, Inc.
By: /s/ James Cavaricci
--------------------------------
Name: James Cavaricci
Title: President
/s/ Robert L. Berry
--------------------------------
Robert L. Berry as Trustee of
the Berry Living Trust u/d/t
November 5, 1987
/s/ Nancy L. Berry
--------------------------------
Nancy L. Berry, as Trustee of
the Berry Living Trust u/d/t
November 5, 1987
/s/ Max Hickman
--------------------------------
Max Hickman
/s/ Vince Salvatore
--------------------------------
Vince Salvatore, as Trustee of
the Salvatore Family Trust u/d/t
November 8, 1991
/s/ Anna M. Salvatore
--------------------------------
Anna M. Salvatore, as Trustee of
the Salvatore Family Trust u/d/t
November 8, 1991
/s/ Lawrence Calinda
--------------------------------
Lawrence Calinda
/s/ Wayne Diaz
--------------------------------
Wayne Diaz
/s/ Carl A. Strunk
--------------------------------
Carl A. Strunk
/s/ Ron Maggard
--------------------------------
Ron Maggard
/s/ Daniel M. Culnane
--------------------------------
Daniel M. Culnane
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