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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 (Date of earliest event reported) December 1, 1995
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CKE RESTAURANTS, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-13192 33-0602639
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1200 North Harbor Boulevard, Anaheim, California 92801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 774-5796
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On December 1, 1995, CKE Restaurants, Inc. ("CKE") and Summit Family
Restaurants, Inc. ("Summit") announced that they have entered into an agreement
and plan of merger and reorganization, dated as of November 30, 1995 ("The
Merger Agreement"). The Merger Agreement provides for the acquisition of
Summit by CKE by means of merger of Summit with and into a wholly owned
subsidiary of CKE. In the merger, each outstanding share of Summit common
stock and preferred stock will be converted into the right to receive .20513
shares of CKE common stock (subject to adjustment) and $3.00 in cash.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
99.1 Press Release dated December 1, 1995
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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.
CKE RESTAURANTS, INC.
Date: December 5, 1995 By: /s/ Joseph N. Stein
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description Page Number
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99.1 Press Release dated December 1, 1995 5
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Exhibit 99.1
NEWS RELEASE
FOR: CKE Restaurants, Inc.
CONTACT: Loren Pannier
CKE Restaurants, Inc.
714.778.7109
William P. Foley
CKE Restaurants, Inc.
805.563.8600 ext. 248
FOR IMMEDIATE RELEASE
CKE RESTAURANTS, INC. AND SUMMIT FAMILY RESTAURANTS INC.
ANNOUNCE AGREEMENT AND PLAN OF MERGER AND
REORGANIZATION
Anaheim, Calif. - December 1, 1995 - CKE Restaurants, Inc. (NYSE:CKR)
and Summit Family Restaurants Inc. (NASDAQ:SMFR) 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.
(more)
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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."
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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