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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) April 3, 1996
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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 April 3, 1996, CKE Restaurants, Inc. ("CKE") and Summit Family
Restaurants Inc. ("Summit") announced a second amendment to their previously
announced Merger Agreement. Under the terms of the Merger Agreement, as
amended, CKE acquired from ABS MB (JB) Limited Partnership ("ABS") 946,714
shares of Series A Convertible Preferred Stock of Summit on April 4, 1996 at a
purchase price of $5.27 in cash, and will complete the acquisition of Summit in
a merger transaction for a purchase price equal to $2.63 per share in cash and
.165 shares of CKE common stock.
The shares of Summit Preferred Stock purchased by CKE represent all of
the issued and outstanding shares of Summit Preferred Stock, and are presently
convertible into shares of Summit Common Stock representing 16.5% of the
outstanding shares on an as converted basis. In connection with the transfer
of the shares, ABS also assigned its registration rights to CKE. The purchase
of the shares of Summit Preferred Stock was approved by Summit's Board of
Directors, and Summit waived its right of first refusal to facilitate the
purchase of the preferred shares by CKE.
The number of shares of CKE common stock to be issued in the Merger
remains subject to adjustment under certain circumstances described in the
Merger Agreement, as amended. The consummation of the Merger is currently
expected to close by the end of May, and remains subject to a number of
conditions, including Summit's shareholder approval and other customary
conditions.
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 April 3, 1996
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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: April 5, 1996 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 April 3, 1996 5
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Exhibit 99.1
NEWS RELEASE
FOR: CKE Restaurants, Inc.
CONTACT: Loren Pannier
Senior Vice President
(714) 778-7109
FOR IMMEDIATE RELEASE
CKE RESTAURANTS AND SUMMIT FAMILY RESTAURANTS
ANNOUNCE SECOND AMENDMENT TO MERGER AGREEMENT
ANAHEIM, Calif. - April 3, 1996 - CKE Restaurants, Inc. (NYSE:CKR) and
Summit Family Restaurants Inc. (NASDAQ:SMFR) today announced a second amendment
to the previously announced merger.
Under the terms of the amended merger agreement, CKE Restaurants will
acquire all of the outstanding common stock of Summit Family Restaurants for a
purchase price equal to $2.63 per share in cash and .165 shares of CKE common
stock provided that the average CKE common stock price is between $15.00 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 $15.00 at the closing, the exchange
ratio will be adjusted accordingly. If the average CKE common stock price is
below $13.25 and CKE elects not to adjust the exchange ratio in favor of
Summit, Summit has the right to terminate the agreement. At the current
average CKE common stock price of approximately $16.00, the total consideration
would be $5.27 per share. CKE Restaurants also has agreed to immediately
purchase, for cash, the 946,714 outstanding preferred shares for $5.27 per
share, which represents a discount from the $5.50 liquidation preference that
the shareholder would otherwise receive in the merger. The merger, which is
subject to Summit Family Restaurants' shareholder approval, is expected to
close by the end of May 1996.
(more)
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CKE/Summit Merger Amendment
2-2-2
Commenting on the adjustment to the purchase price, Don McComas,
president and chief executive officer of Summit Family Restaurants said,
"Several of the company's franchisees are experiencing financial difficulty
thereby reducing the value of the company's franchise system to CKE. This
reduced value was the basis for the adjustment to the previously agreed upon
purchase price. The board of directors of Summit has concluded that the
revised merger consideration still represents the lowest risk and best known
alternative for Summit's shareholders," continued McComas.
William P. Foley II, CKE Restaurants' chairman and chief executive
officer, said, "We remain committed to completing a successful transaction that
will benefit shareholders of both CKE Restaurants and Summit Family
Restaurants."
Summit Family Restaurants operates restaurants under three concepts:
78 company-owned and 24 franchised family style JB's Restaurants; six Galaxy
Diner restaurants; and 16 HomeTown Buffet restaurants. CKE Restaurants, Inc.
is the parent of Carl Karcher Enterprises, Inc., which, along with its
franchisees and licensees, operates approximately 665 Carl's Jr. quick-service
restaurants, primarily located in California, Nevada, Oregon, Arizona, Mexico
and the Pacific Rim.
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