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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 10
CKE RESTAURANTS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
485636104
(CUSIP Number)
William P. Foley, II
Director
Bogner Regis, Inc.
500 North Rainbow Boulevard, #100
Las Vegas, Nevada 89107
(702) 877-3003
July 2, 1998
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 3d-1(b) (3) or (4), check the following [ ] .
Check the following box if a fee is being paid with the statement [ ].
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CUSIP NO.: 405636104
(1) NAME OF REPORTING PERSON:
Cannae Limited Partnership, a Nevada Limited Partnership
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
I.R.S. No. 88-0309448
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS:
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 3(d) or 3(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 3,752,157
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 3,752,157
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,752,157
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.0*
(14) TYPE OF REPORTING PERSON: PN
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* Based on shares outstanding of 46,682,698 as of June 19, 1998 as reported in
the 10-Q for the period ended on May 18, 1998.
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1. Name of Reporting Person:
Bognor Regis, Inc., a Nevada corporation
Folco Development Corporation, a Nevada corporation
Daniel V., Inc., a Nevada corporation
Frank P. Willey
Ce Mar Las Vegas X, Inc., a Nevada corporation
Salvatore Family Trust, u/d/t 11/8/91
Max Hickman
Wayne Diaz
Carl A. Strunk
Roland B. Maggard and Linda P. Maggard Family Trust, dated
February 20, 1991
Abel I. Vigil and Jan E. Vigil, under declaration of trust, dated
October 2, 1992
Raymond R. Quirk
Linda Jean Krelsbach
Thomas E. Evans
Cindy Evans
2. (a) [X] (b) [ ]
4. Source of Funds:
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Folco - Nevada Ce Mar - Nevada
Daniel V. - Nevada
Salvatore Trust - California
Vigil Trust - California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 3,752,157
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 3,752,157
(10) SHARED DISPOSITIVE POWER: 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,752,157
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.0
14. TYPE OF REPORTING PERSON: CO IN CO-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. All capitalized terms used herein without definition have the
definitions given to such terms in the Partnership 13D.
Item 3 - Source and Amount of Funds or Other Consideration
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The transaction giving rise to this Amendment No. 10 to the Partnership
13D is the third Amendment to the Limited Partnership Agreement whereby the
Partners revalued the partnership property, taking into account the distribution
of an interest in the Partnership to the Class A Limited Partner as a result of
the Class A Partner's payment of the outstanding balance including all principal
and interest owing on the Karcher Note held by the Partnership and pursuant to
Section 9.3(b) of the Partnership Agreement. The Limited Partners' ability to
demand and receive a distribution in the amount of the value of such Partner's
pro-rata share of the Partnership property enabled certain Partners to withdraw
from the Partnership and further withdrawals from the Partnership necessitated
this filing. Additionally, the Partnership sold 62,300 shares at $41.663 on July
1, 1998 and on July 2, 1998 sold 10,000 shares at $41.625, 37,700 shares at
$41.625 and 40,000 shares at $42.312 for an aggregate sale price of
$6,264,596.50 (net of commissions).
Item 5 - Interest in Securities of Issuer
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The Partnership controls (directly and indirectly), excluding shares of
CKE common stock owned by the Karchers and the Karcher Trust, approximately
3,752,157 shares or approximately 8.0 percent of CKE common stock. In addition
to shares owned directly by the Partnership, Class B Limited Partners own the
following: Folco owns directly 395,625 shares or less than 1% of CKE common
stock, and Daniel V and the Daniel D. Lane Revocable Trust u/d/t July 10, 1992,
of which the President of Daniel V is the Trustee, own directly in the aggregate
45,000 shares or less than 1% of CKE common stock. With respect to share and
percentage ownership of CKE common stock by the Trust and the Karchers,
reference is made to Amendment No. 7 to Schedule 13D.
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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.
July 6, 1998
Cannae Limited Partnership
By: Bogner Regis, Inc., its
General Partner
By: /s/ WILLIAM P. FOLEY, II
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William P. Foley, II
Director
Folco Development Corporation
By: /s/ WILLIAM P. FOLEY, II
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William P. Foley, II
President
/s/ CARL N. KARCHER
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Carl N. Karcher
Daniel V, Inc.
By: /s/ DANIEL D. (RON) LANE
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Daniel D. (Ron) Lane
President
/s/ FRANK P. WILLEY
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Frank P. Willey
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/s/ MAX HICKMAN
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Max Hickman
/s/ VINCE J. SALVATORE
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Vince J. Salvatore, as Trustee of
the Salvatore Family Trust u/d/t
November 8, 1991
/s/ ANNA M. SALVATORE
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Anna M. Salvatore, as Trustee of
the Salvatore Family Trust u/d/t
November 8, 1991
/s/ WAYNE DIAZ
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Wayne Diaz
/s/ CARL A. STRUNK
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Carl A. Strunk
/s/ RONALD B. MAGGARD
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Ronald B. Maggard and Linda P.
Maggard Family Trust, dated
February 20, 1991
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/s/ ABEL I. VIGIL/JAN E. VIGIL
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Abel I. Vigil and Jan E. Vigil,
under declaration of trust, dated
October 2, 1992
/s/ RAYMOND R. QUIRK
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Raymond R. Quirk
/s/ LINDA JEAN KRELSBACH
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Linda Jean Krelsbach
/s/ THOMAS E. EVANS
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Thomas E. Evans
/s/ CINDY EVANS
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Cindy Evans
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