CKE RESTAURANTS INC, 424B1, 1996-11-05

CKE RESTAURANTS INC
424B1, 1996-11-05
EATING PLACES

Previous: OCUREST LABORATORIES INC, SB-2/A, 1996-11-05

Next: THERMO TECH TECHNOLOGIES INC, SC 13D, 1996-11-05

<PAGE> 1

This filing is made
pursuant

to Rule 424(b)(1) under

the Securities Act of

1933 in connection with

Registration No. 333-14349

2,500,000 SHARES
LOGO

COMMON STOCK

------------------

All of the shares of Common Stock offered hereby are being sold by CKE
Restaurants, Inc. ("CKE" or the "Company"). The Company's Common Stock is listed
on the New York Stock Exchange and trades under the symbol "CKR." On November 4,
1996, the last reported sale price of the Common Stock on the New York Stock
Exchange was $28.625 per share. See "Price Range of Common Stock and Dividend
Policy."

------------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 6.
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS COMPANY(1)
- --------------------------------------------------------------------------------------------------------
Per Share............................. $28.625 $1.431 $27.194
- --------------------------------------------------------------------------------------------------------
Total(2).............................. $71,562,500 $3,578,125 $67,984,375
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>

(1) Before deducting expenses of the offering payable by the Company estimated
at $600,000.

(2) The Company has granted the Underwriters a 30-day option to purchase up to
375,000 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares at the Price to Public shown above. If the
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company will be $82,296,875,
$4,114,844 and $78,182,031, respectively. See "Underwriting."

------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the offices
of Alex. Brown & Sons Incorporated, Baltimore, Maryland, or through the
book-entry facilities of The Depository Trust Company on or about November 8,
1996.

ALEX. BROWN & SONS
INCORPORATED
ROBERTSON, STEPHENS & COMPANY

EQUITABLE SECURITIES CORPORATION

THE DATE OF THIS PROSPECTUS IS NOVEMBER 5, 1996.

LOGO
<PAGE> 2

[PHOTOGRAPHS OF REPRESENTATIVE RESTAURANTS, INCLUDING EXTERIOR AND INTERIOR
OF REMODELED CARL'S JR. RESTAURANT, AND OF RELATED FOOD PRODUCTS, AND
REPRODUCTIONS OF WINDOW POSTERS USED IN RESTAURANTS]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

2
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus or incorporated by reference herein. The Company's fiscal
year is the 52- or 53-week period ending on the last Monday in January of each
year. Fiscal 1995 and 1996 consisted of 52 weeks and fiscal 1994 consisted of 53
weeks. For clarity of presentation, all fiscal years are presented herein as if
the fiscal year ended on January 31. For example, references to fiscal 1996
refer to the 52-week period ended January 29, 1996. As used in this Prospectus,
the words "Company" and "CKE" mean CKE Restaurants, Inc. and its subsidiaries
and predecessors, unless the context indicates otherwise.

THE COMPANY

CKE Restaurants, Inc. owns, operates, franchises and licenses the Carl's
Jr. quick-service restaurant concept, which is the seventh largest quick-service
hamburger restaurant chain in the United States. As of October 7, 1996, the
Carl's Jr. system included 661 restaurants, of which 406 were operated by the
Company and 255 were operated by the Company's franchisees and licensees. The
Carl's Jr. restaurants are located in the western United States, predominantly
in California, and in Mexico and the Pacific Rim. Primarily as a result of
recent acquisitions, the Company also operates a total of 236 other restaurants,
including 108 Taco Bueno(R) quick-service Mexican food restaurants located in
Texas and Oklahoma.

The Company believes that its Carl's Jr. restaurants' superior food
quality, broad menu and attentive customer service differentiate the Company
from its competitors and are critical to its success. Unlike many quick-service
restaurants which emphasize lower prices, Carl's Jr. restaurants focus on
offering customers a higher quality dining experience at a reasonable price.
Carl's Jr. charbroiled hamburgers, chicken sandwiches and signature items are
generally made to order, meet exacting quality standards and are offered in
generous portions. Carl's Jr.'s diverse menu and all-you-can-eat salad bar
appeal to a broad audience but remain sufficiently limited to maintain both a
distinct identity and operational efficiencies. The Company believes that its
focus on customers and customer service, superior food quality and generous
portions enables the Carl's Jr. restaurants to maintain a strong price-value
image with its customers.

The first Carl's Jr. restaurant was opened in 1956 by Carl N. Karcher, the
Company's founder, in Anaheim, California. After an extended period of growth,
the Company made certain strategic decisions and experienced operational
difficulties in the early 1990s which adversely impacted the Company's sales and
profitability. Beginning in October 1994, the Company hired a new management
team which began implementing a variety of strategic and operational programs
designed to revitalize the Carl's Jr. brand and improve financial results. These
programs included, among others, a renewed focus on offering superior products,
the elimination of most value-priced menu items, a new advertising campaign, a
dual-branding program with GB Foods Corporation ("GB Foods"), the operator and
franchisor of The Green Burrito(R) quick-service restaurant concept, and the
commencement of a remodeling program for Carl's Jr. restaurants. As a result of
these strategies, together with the Company's successful efforts to reduce
expenses at both the corporate and operating levels, the Company experienced
significant improvements in sales and operating results. For the 28-week period
ended August 12, 1996, same-store sales in the Company-operated Carl's Jr.
restaurants increased 11.3% over the comparable prior year period. The Company
is continuing to implement its dual-branding and remodeling programs and to
focus on reducing expenses, and believes it will continue to benefit from such
activities in the future.

In 1995, the Company began dual-branding its Carl's Jr. restaurants with
The Green Burrito concept. Dual-branding enables the Company to offer its
customers an additional distinct concept and a separate menu at a single Carl's
Jr. restaurant location, without requiring a substantial investment or
significantly increasing operational complexities. The Company believes that
Green Burrito's position in the popular Mexican food segment and its dinner menu
orientation complement the Carl's Jr. menu. During the 28-week period ended
August 12, 1996, post-conversion revenues in the 45 Company-operated restaurants
converted to Carl's Jr./Green Burrito dual-brand restaurants (including
restaurants converted during the period) were approximately 25%

3
<PAGE> 4

higher than same-store sales in the comparable prior year period. The Company
believes that its Green Burrito dual-branding program has attracted new
customers while increasing the frequency of customer visits at converted
restaurants.

With the improvement in its financial performance, the Company's management
team is focusing on future growth by (i) continuing to improve the sales and
profitability of existing restaurants, (ii) accelerating its restaurant
expansion program and (iii) selectively acquiring, or making minority
investments in, complementary concepts. The Company intends to convert up to 16
Carl's Jr. restaurants to Carl's Jr./Green Burrito dual-brand restaurants during
the remainder of fiscal 1997 and up to an additional 40 restaurants in fiscal
1998. The Company's agreement with GB Foods provides for the conversion of up to
200 restaurants to Carl's Jr./Green Burrito dual-brand restaurants by July 2000.
The Company also intends to complete the remodeling of substantially all of its
Company-operated Carl's Jr. restaurants by the end of fiscal 1998. In addition,
the Company intends to accelerate its expansion program by opening up to 11 new
Carl's Jr. restaurants during the remainder of fiscal 1997 and up to 30 new
Carl's Jr. restaurants during fiscal 1998. The Company also plans to open up to
seven new Taco Bueno restaurants during fiscal 1998. Finally, the Company
believes that certain elements of its Carl's Jr. business strategy can be
implemented to revitalize the brands of its recent acquisitions and investments,
thereby resulting in an improved financial performance.

The Company's principal executive offices are located at 1200 North Harbor
Boulevard, Anaheim, California 92801, and its telephone number is (714)
774-5796.

RECENT DEVELOPMENTS

On October 1, 1996, the Company acquired an 80.0% equity interest in Casa
Bonita Incorporated ("Casa Bonita"), an operator of 109 Taco Bueno quick-service
Mexican food restaurants. The total purchase price for Casa Bonita was $42.0
million, subject to adjustment. The Company recently increased its minority
investment in Rally's Hamburgers, Inc. ("Rally's"), an operator and franchisor
of double drive-thru restaurants, to $5.9 million and, in July 1996, commenced
operating 28 Rally's-owned restaurants located in California and Arizona. On
July 15, 1996, the Company acquired Summit Family Restaurants Inc. ("Summit"),
an operator and franchisor of 123 restaurants in the family and casual dining
segments of the restaurant industry. The total consideration paid by the Company
in connection with this acquisition was $29.1 million, of which $17.7 million
was paid in cash and the balance of which was paid by the issuance of 501,388
shares of Common Stock. See "Risk Factors -- Uncertainties Relating to Recent
Acquisitions," "-- Risks Associated with Minority Investments," "Unaudited Pro
Forma Combined Condensed Financial Data," "Business -- Taco Bueno" and
"-- Investments in Other Restaurant Concepts."

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered hereby........................... 2,500,000 shares
Common Stock to be outstanding after the offering..... 21,762,890 shares(1)
Use of proceeds....................................... To repay debt, finance new restaurant
development, continue the Company's
remodeling and dual-branding programs
and for working capital and other
general corporate purposes.
NYSE symbol........................................... CKR
</TABLE>

- ---------------
(1) Based upon the number of outstanding shares at October 7, 1996. Excludes
4,038,022 shares of Common Stock reserved for issuance under the Company's
stock option plans, of which 1,643,790 shares were issuable upon the
exercise of stock options outstanding as of October 7, 1996 at a weighted
average exercise price of $12.66 per share.

4
<PAGE> 5

SUMMARY CONSOLIDATED FINANCIAL AND RESTAURANT OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
TWENTY-EIGHT WEEKS
ENDED
FISCAL YEAR ENDED JANUARY 31, -----------------------
------------------------------ AUGUST 14, AUGUST 12,
1994 1995 1996 1995 1996
-------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME DATA:
Total revenues........................ $463,494 $443,747 $465,437 $245,665 $281,057
Operating income...................... 10,508 8,602 25,735 11,818 20,168
Interest expense...................... 10,387 9,202 10,004 5,285 4,744
Net income............................ 3,665 1,264 10,952 4,723 10,525
Net income per common and common
equivalent share(1)................ $ 0.20 $ 0.07 $ 0.59 $ 0.26 $ 0.55
Cash dividends paid per common
share.............................. $ 0.08 $ 0.08 $ 0.08 $ 0.04 $ 0.04
Common and common equivalent shares
used in computing per share amounts
(000).............................. 18,567 18,717 18,679 18,441 19,220
CARL'S JR. RESTAURANT OPERATING DATA(2):
System-wide restaurant revenues:
Company-operated restaurants....... $384,859 $364,278 $389,214 $203,243 $233,438
Franchised and licensed
restaurants...................... 209,114 201,170 193,984 103,208 109,835
-------- -------- -------- -------- --------
Total system-wide revenues.... $593,973 $565,448 $583,198 $306,451 $343,273
======== ======== ======== ======== ========
Restaurants open (at end of period):
Company-operated................... 376 383 394 392 404
Franchised and licensed............ 272 277 273 270 254
-------- -------- -------- -------- --------
Total......................... 648 660 667 662 658
======== ======== ======== ======== ========
Average annual sales per Company-
operated restaurant(3)............. $ 992 $ 966 $ 1,006 $ 966 $ 1,067
Percentage increase (decrease) in
comparable Company-operated
restaurant sales(4)................ (6.5)% (3.8)% 4.4% 0.8% 11.3%
</TABLE>

<TABLE>
<CAPTION>
AS OF AUGUST 12, 1996
--------------------------------------------
ACTUAL PRO FORMA(5) AS ADJUSTED(6)
-------- ------------ --------------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Total assets.................................... $306,457 $359,979 $391,363
Total debt, including current portion........... 86,553 125,921 89,921
Stockholders' equity............................ 123,526 123,526 190,910
</TABLE>

- ---------------
(1) Net income per common and common equivalent share in fiscal 1994 is net of a
cumulative effect of a change in accounting principle of $(0.04) per share.

(2) Includes Carl's Jr. restaurant operating data only. Restaurant revenues from
Company-operated restaurants exclude revenues of $5.8 million in fiscal 1995
and $4.3 million in both fiscal 1996 and in the 28-week period ended August
14, 1995 from Boston Market stores which are no longer operated by the
Company. See Note 2 of Notes to Consolidated Financial Statements. Also
excludes $2.2 million and $4.3 million of revenues from the Company's
Rally's and Summit operations, respectively, in the 28-week period ended
August 12, 1996.

(3) Calculated on a 52- or 53-week trailing basis for all periods presented.

(4) Includes only Carl's Jr. restaurants open throughout the full periods being
compared.

(5) Gives pro forma effect to the acquisition of Casa Bonita, which was
completed on October 1, 1996. See "Unaudited Pro Forma Combined Condensed
Financial Statements."

(6) Adjusted to (i) give pro forma effect to the acquisition described in note
(5) above and (ii) give effect to the sale of the 2,500,000 shares of Common
Stock offered hereby and the application of the net proceeds therefrom. See
"Unaudited Pro Forma Combined Condensed Financial Data" and "Use of
Proceeds."

Except as otherwise specified, all information in this Prospectus assumes
no exercise of the Underwriters' over-allotment option. See "Underwriting."

5
<PAGE> 6

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus. This Prospectus contains
forward-looking statements within the meaning of the federal securities laws.
Actual results could differ materially from those projected in the
forward-looking statements due to a number of factors, including those set forth
in the following risk factors and those described elsewhere or incorporated by
reference in this Prospectus.

Risks Associated with Future Growth. The Company is pursuing an aggressive
growth strategy, the success of which will depend in part on the ability of the
Company and its franchisees and licensees to open new restaurants and to operate
such restaurants on a profitable basis. In fiscal 1996, the Company opened seven
new Carl's Jr. restaurants and its franchisees and licensees opened 13 new
Carl's Jr. restaurants. The Company has opened four new Carl's Jr. restaurants
during fiscal 1997 and presently anticipates that it will open up to 11 new
Carl's Jr. restaurants during the remainder of fiscal 1997 and up to 30 new
Carl's Jr. restaurants and up to seven new Taco Bueno restaurants during fiscal
1998. The Company's franchisees and licensees have opened seven new Carl's Jr.
restaurants during fiscal 1997, and the Company presently anticipates that its
franchisees and licensees will open up to 12 new Carl's Jr. restaurants during
the remainder of fiscal 1997 and up to 15 new Carl's Jr. restaurants during
fiscal 1998. The success of the Company's planned expansion will be dependent
upon numerous factors, many of which are beyond the Company's control, including
the identification of suitable markets, the availability and leasing or purchase
of suitable sites on acceptable terms, the hiring, training and retention of
qualified management and other restaurant personnel, the ability to obtain
necessary governmental permits and approvals, the availability of appropriate
financing and general economic conditions. The Company faces competition from
other restaurant operators, retail chains, companies and developers for
desirable site locations, which may adversely affect the cost, implementation
and timing of the Company's expansion plans. To manage its planned expansion,
the Company must ensure the continuing adequacy of its existing systems and
procedures, including its distribution facilities, restaurant management,
financial controls and information systems. There can be no assurance that the
Company or its franchisees will be able to achieve their planned expansion, that
new restaurants will be effectively integrated into the Company's existing
operations or that such restaurants will be operated profitably.

The Company's growth will also depend in part on its ability to increase
sales at existing restaurants. Towards this end, as of October 7, 1996, the
Company had remodeled 124 of its Carl's Jr. restaurants and plans to remodel up
to an additional 64 of its Company-operated Carl's Jr. restaurants during the
remainder of fiscal 1997 and to complete the remodeling of substantially all of
its Company-operated Carl's Jr. restaurants by the end of fiscal 1998. As of
October 7, 1996, the Company had converted 51 of its Carl's Jr. restaurants to
Carl's Jr./Green Burrito dual-brand restaurants and plans to convert up to 16
more restaurants during the remainder of fiscal 1997 and up to 40 restaurants in
fiscal 1998. The Company's agreement with GB Foods provides for the conversion
of 200 Carl's Jr. restaurants to Carl's Jr./Green Burrito dual-brand restaurants
by July 2000, at least 40 of which are required (subject to certain exceptions)
to be converted in each of five
successive 12-month periods commencing July 1995. The Company will incur
substantial aggregate costs in remodeling and converting Carl's Jr. restaurants
and will experience a loss of revenues during the relatively short period of
time that the restaurants are closed for remodeling or conversion. There can be
no assurance that such remodels and conversions will increase the revenues
generated by these restaurants or, even if revenues are increased, that such
increases will be sustainable. In addition, although the sales results
experienced by the Carl's Jr. restaurants that have been converted to date to
dual-brand restaurants have generally been favorable, there can be no assurance
that such sales increases are sustainable or that they are indicative of the
sales results that will be achieved by Carl's Jr. restaurants to be converted in
the future. There can also be no assurance that the Company will be able to
achieve positive same-store sales increases in its

6
<PAGE> 7

Company-operated Carl's Jr. restaurants or in any of the Company's other
restaurant concepts. See "Business -- Business Strategy," "-- Growth Strategy"
and "-- Carl's Jr. -- Green Burrito Development Agreement."

Uncertainties Relating to Recent Acquisitions. In October 1996, the
Company acquired an 80.0% equity interest in Casa Bonita, which operates 109
Taco Bueno quick-service Mexican food restaurants located in Texas and Oklahoma.
In July 1996, the Company acquired Summit, an operator and franchisor of family
and casual dining restaurants located in nine western states, including 77
Company-operated and 24 franchised JB's Restaurants, 16 HomeTown Buffet
restaurants (which Summit operates as a franchisee) and six Company-operated
Galaxy Diner restaurants. Summit incurred net losses of $5.0 million and $1.7
million in its fiscal year ended September 25, 1995 and in its 42-week period
ended July 15, 1996, respectively. These losses were primarily the result of
declining same-store sales in the JB's Restaurants. The Company is currently
considering selling or otherwise disposing of its JB's Restaurants and the
related franchise system. However, the Company has not entered into any
agreements providing for any such transaction and there can be no assurance that
the Company will be able to sell or otherwise dispose of such assets for a
financial gain, on favorable terms, in a timely manner or at all. Further, as a
result of the acquisitions of Casa Bonita and Summit, the Company has expanded
into different segments of the restaurant industry and into several new
geographic areas in which the Company lacks operating experience. In addition,
many operational and strategic decisions with respect to the combined companies
have not been made. There can be no assurance that the restaurant operations of
Casa Bonita or Summit will be profitable or that these acquisitions will not
have a material adverse effect on the Company's financial condition and results
of operations. See "Unaudited Pro Forma Combined Condensed Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Risks Associated with Acquisitions. In addition to the recent acquisitions
of Casa Bonita and Summit, the Company has had preliminary acquisition
discussions with, and has evaluated the potential acquisition of, other
companies over the last few years. As part of its growth strategy, the Company
will continue to consider acquiring, or making minority investments in, other
companies in the food service industry that the Company believes may complement
or expand its existing business. Acquisitions involve a number of special risks
that could adversely affect the Company's operating results, including the
diversion of management's attention, the assimilation of the operations and
personnel of the acquired companies, the amortization of acquired intangible
assets and the potential loss of key employees. In addition, the Company's
acquisition strategy includes the identification of companies or properties that
are viewed as underperforming by the Company. This element of the Company's
strategy may increase the risks involved with the Company's acquisitions. No
assurance can be given that any acquisition or minority investment by the
Company will not materially and adversely affect the Company or that any such
acquisition or minority investment will enhance the Company's business. The
Company is unable to predict the likelihood of any additional material
acquisitions being proposed or completed in the near future. The Company also
faces competition from others in pursuing acquisitions and there can be no
assurance that the Company will be able to acquire any business or entity which
it desires to pursue. If the Company determines to make any significant
acquisitions of, or investments in, other businesses, the Company may be
required to sell additional equity or debt securities or obtain additional
credit facilities. The sales, if any, of additional equity or convertible debt
securities could result in additional dilution to the Company's stockholders.
There can be no assurance that adequate equity or debt financing would be
available to the Company for any such acquisitions. See "Business -- Growth
Strategy."

7
<PAGE> 8

Risks Associated with Minority Investments. The Company, through its
subsidiary Boston Pacific Inc. ("Boston Pacific"), owns a minority interest in
Boston West, L.L.C. ("Boston West"), which currently operates 73 Boston Market
stores located in Southern California. As of August 12, 1996, the Company's
investment in Boston West was $21.9 million, which is recorded at cost and
approximates the estimated fair value of the Company's preferred equity units in
Boston West. Boston West has incurred significant operating losses and there can
be no assurance that Boston West will achieve profitability or that the
franchisor, Boston Chicken, Inc. ("BCI"), will continue its support. The Company
also owns a minority interest in Rally's, an operator and franchisor of
approximately 480 double drive-through restaurants located in 19 states,
primarily in the Midwest and the Sunbelt. As of October 7, 1996, the Company's
investment in Rally's was $5.9 million. During the third quarter of fiscal 1997,
the Company began using the equity method of accounting for its investment in
Rally's, as a result of which the Company will include in its results of
operations its pro rata share of the net income or loss of Rally's. Rally's
reported a net loss from operations of $36.5 million and a net loss of $46.9
million for its fiscal year ended December 31, 1995 and a net loss from
operations of $1.0 million and net income of $0.9 million (including an
extraordinary gain, net of tax, of $4.5 million from the early extinguishment of
debt) for its six-month period ended June 30, 1996. There can be no assurance
that Rally's will achieve profitability. There can also be no assurance that the
fair values of the Company's minority investments in Boston West or Rally's will
continue to support their recorded carrying values. See "Business -- Investments
in Other Restaurant Concepts" and Note 2 of Notes to Consolidated Financial
Statements.

Geographic Concentration. Most of the Company's Carl's Jr. restaurants are
located in Southern California and all of its Taco Bueno restaurants are located
in Texas and Oklahoma. Accordingly, the Company is susceptible to local and
regional risks, such as government regulations, economic conditions, weather
conditions, earthquakes and other natural disasters, any of which could have a
material adverse effect on the Company's financial condition and results of
operations. Given the Company's present geographic concentration, adverse
publicity relating to an individual restaurant could have a more pronounced
adverse effect on total revenues than if the Company's restaurants were more
broadly dispersed. The occurrence of other adverse local or regional events
could have a material adverse effect on the Company's business and its ability
to implement its operating and expansion strategies at the planned rate. There
can be no assurance that continued expansion within existing or future
geographic markets will not adversely affect the individual financial
performance of the Company's restaurants in such markets or the Company's
overall results of operations.

Competition. The food service industry is intensely competitive with
respect to the quality and value of food products offered, concept, service,
price, dining experience and location. The Company primarily competes with major
restaurant chains, some of which dominate the quick-service restaurant industry,
and also competes with a variety of other take-out food service companies and
fast-food restaurants. The Company's competitors also include a variety of
mid-price, full-service casual dining restaurants, health and nutrition-oriented
restaurants, delicatessens and prepared food stores, as well as supermarkets and
convenience stores. Many of the Company's competitors have substantially greater
financial, marketing and other resources than the Company, which may give them
certain competitive advantages. Certain of the major quick-service restaurant
chains have increasingly offered selected food items and combination meals at
discounted prices. In recent years, the Company's restaurant sales were
adversely affected by aggressive promotions and price reductions by its
competitors. Future changes in the pricing or other marketing strategies of one
or more of the Company's competitors could have a material adverse effect on the
Company's financial condition and results of operations. As the Company's
competitors expand operations, competition can be expected to intensify. Such
increased competition could have a material adverse effect on the Company's
financial condition and results of operations. See "Business -- Competition."

8
<PAGE> 9

Food Service Industry. Food service businesses are often affected by
changes in consumer tastes, national, regional and local economic conditions and
demographic trends. The performance of individual restaurants may be adversely
affected by factors such as traffic patterns, demographics and the type, number
and location of competing restaurants. Multi-unit food service businesses such
as the Company's can also be materially and adversely affected by publicity
resulting from poor food quality, illness, injury or other health concerns or
operating issues stemming from one restaurant or a limited number of restaurants
or from consumer concerns with respect to the nutritional value of quick-service
food. Dependence on frequent deliveries of fresh produce and groceries subjects
food service businesses such as the Company's to the risk that shortages or
interruptions in supply, caused by adverse weather or other conditions, could
adversely affect the availability, quality and cost of ingredients. In addition,
unfavorable trends or developments concerning factors such as inflation,
increased food, labor and employee benefit costs (including increases in hourly
wage and unemployment tax rates), increases in the number and locations of
competing quick-service restaurants, regional weather conditions and the
availability of experienced management and hourly employees may also adversely
affect the food service industry in general and the Company's financial
condition and results of operations in particular. Changes in economic
conditions affecting the Company's guests could reduce traffic in some or all of
the Company's restaurants or impose practical limits on pricing, either of which
could have a material adverse effect on the Company's financial condition and
results of operations. The continued success of the Company will depend in part
on the ability of the Company's management to anticipate, identify and respond
to changing conditions.

Dependence on Key Personnel. The Company believes that its success will
depend in part on the continuing services of its key executives, including
William P. Foley II, Chairman of the Board and Chief Executive Officer, C.
Thomas Thompson, President and Chief Operating Officer, Robert E. Wheaton,
Executive Vice President, Finance, and Rory J. Murphy, Executive Vice President,
Restaurant Operations. Mr. Foley also serves as the Chairman of the Board and
Chief Executive Officer of Fidelity National Financial, Inc. ("Fidelity"), and a
substantial portion of his time is devoted to Fidelity's business. The loss of
the services of any of these executives could have a material adverse effect
upon the Company's business, and there can be no assurance that qualified
replacements would be available. The Company's continued growth will also depend
in part on its ability to attract and retain additional skilled management
personnel. See "Management."

Government Regulation. The restaurant industry is subject to extensive
federal, state and local governmental regulations, including those relating to
the preparation and sale of food and those relating to building and zoning
requirements. The Company and its franchisees are also subject to laws governing
their relationship with employees, including minimum wage requirements,
overtime, working and safety conditions and citizenship requirements. The
Company is also subject to federal regulation and certain state laws which
govern the offer and sale of franchises. Many state franchise laws impose
substantive requirements on franchise agreements, including limitations on
noncompetition provisions and on provisions concerning the termination or
nonrenewal of a franchise. Some states require that certain materials be
registered before franchises can be offered or sold in that state. The failure
to obtain or retain licenses or approvals to sell franchises could adversely
affect the Company and its franchisees. Many of the Company's employees are paid
hourly rates related to the federal and state minimum wage laws. Recent
legislation increasing the federal minimum wage as of October 1, 1996 has
resulted in higher labor costs to the Company and its franchisees. An additional
increase in the federal minimum wage will become effective in September 1997 and
there is an initiative on the California state ballot which, if adopted, will
increase the state minimum wage in California above the current federal minimum
wage. The Company anticipates that increases in the minimum wage may be offset
through pricing and other cost control efforts; however, there can be no
assurance that the Company or its franchisees will be able to pass such
additional costs on to customers in whole or in part. See
"Business -- Government Regulation."

9
<PAGE> 10

Litigation. The Company is from time to time the subject of complaints,
threat letters and litigation from guests alleging illness, injury or other food
quality, health or operational concerns. The Company also is the subject of
complaints or allegations from employees and franchisees from time to time. The
Company believes that the lawsuits, claims and other legal matters to which it
is subject in the course of its business are not material to the Company's
financial condition or results of operations, but an existing or future lawsuit
or claim could result in an adverse decision against the Company that could have
a material adverse effect on the Company's financial condition and results of
operations.

Anti-Takeover Provisions. The Company's Certificate of Incorporation and
Bylaws include several provisions and features intended to render more difficult
certain unsolicited or hostile attempts to acquire the Company, which the
Company believes would divert the attention of the Company's directors, officers
and employees and disrupt or adversely affect the Company's operations. These
features include, among other things, the establishment of a classified Board of
Directors with staggered terms of office, the requirement of a supermajority
vote of stockholders to approve certain business combinations, the elimination
of the right of stockholders to call special meetings of stockholders or to act
by written consent, and advance notice requirements for stockholder proposals
and director nominations. In addition, the Board of Directors has the authority,
without further action by the Company's stockholders, to issue up to five
million shares of preferred stock in one or more series, and to fix the rights,
preferences and restrictions thereof. These provisions could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of the Company. Such provisions
could also limit the price that investors might be willing to pay in the future
for shares of the Company's Common Stock.

Stock Price Volatility. The market price of the Company's Common Stock has
risen substantially since the beginning of fiscal 1996. See "Price Range of
Common Stock and Dividend Policy." Quarterly variations in the actual or
anticipated results of operations of the Company, its competitors and other
companies in the restaurant industry, as well as changes in general conditions
in the economy, the financial markets or the quick-service restaurant industry,
the failure by the Company to meet securities analysts' expectations, changes in
securities analysts' recommendations regarding the Common Stock, the occurrence
of natural disasters or other developments affecting the Company or its
competitors, could cause the market price of the Common Stock to fluctuate
substantially. In recent years the stock market has experienced significant
price and volume fluctuations. This volatility has had a significant effect on
the market prices of securities issued by many companies for reasons unrelated
to the operating performance of these companies. These broad market fluctuations
may adversely affect the market price of the Company's Common Stock.

Shares Eligible for Future Sale. Sales of substantial amounts of Common
Stock in the public market after this offering could adversely affect prevailing
market prices for the Company's Common Stock. The Company has agreed that, for a
period of 90 days after the date of this Prospectus, it will not, without the
prior written consent of Alex. Brown & Sons Incorporated, directly or
indirectly, offer, sell, sell short, or otherwise dispose of any shares of
Common Stock or other securities convertible into or exchangeable or exercisable
for shares of Common Stock, subject to certain limited exceptions. In addition,
the Company's directors and officers and the holders of five percent or more of
the Company's Common Stock have agreed that, for a period of 90 days after the
date of this Prospectus, they will not, without the prior written consent of
Alex. Brown & Sons Incorporated, directly or indirectly sell, sell short, offer,
pledge, contract to sell or grant any option to purchase or otherwise dispose of
or transfer any shares of Common Stock, or securities convertible into or
exchangeable or exercisable for Common Stock, including stock options, owned by
them (an aggregate of approximately 5.6 million shares as of October 7, 1996).
Alex. Brown & Sons Incorporated, at any time and without notice, may release all
or any part of the shares from these restrictions. See "Underwriting."

10
<PAGE> 11

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby are estimated to be $67.4 million ($77.6 million if the
Underwriters' over-allotment option is exercised in full), after deducting
underwriting discounts and commissions and estimated offering expenses.

The Company expects to use approximately $36.0 million of the net proceeds
of this offering to repay certain indebtedness outstanding under the Company's
unsecured credit facility. The indebtedness expected to be repaid consists of
$20.0 million in term loans, the proceeds of which were used to pay outstanding
amounts under the Company's former credit facility, and $16.0 million in
revolving credit line borrowings used to finance the Company's investment in
Casa Bonita. All of the indebtedness under the Company's credit facility
currently bears interest at the rate of approximately 7.0% per annum and matures
in July 2001. After giving effect to the receipt of the net proceeds of this
offering and the application of such proceeds to pay indebtedness, the Company
will have an aggregate of $46.0 million in borrowings available to it under its
credit facility, of which $30.0 million will be available for working capital
and other general corporate purposes and $16.0 million will be available for
permitted acquisitions of, or investments in, other companies.

The Company expects to use the balance of the net proceeds of this offering
for the development of new Company-operated restaurants, and the continuation of
the Company's remodeling and dual-branding programs. Any remaining proceeds will
be used for working capital and other general corporate purposes, which may
include the repayment of other indebtedness. Although there are no current
understandings, agreements or commitments, the Company may consider from time to
time acquisitions of, or minority investments in, other complementary
businesses. The amounts actually expended for each purpose and the timing of
such expenditures will depend upon numerous factors, including the progress and
success of the Company's expansion, remodeling and dual-branding programs.
Pending use of the net proceeds for the above purposes, the Company intends to
invest the net proceeds in investment-grade, interest-bearing securities.

11
<PAGE> 12

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock has been listed on the New York Stock Exchange
under the symbol "CKR" since April 25, 1994. Prior to that date, the Company's
Common Stock was quoted on the Nasdaq National Market under the symbol "CARL."
The following table sets forth, for the periods indicated, the high and low
closing sales prices of the Company's Common Stock, as reported on the New York
Stock Exchange Composite Tape and by the Nasdaq National Market:

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
FISCAL 1995
First Quarter.......................................... $14.00 $10.13
Second Quarter......................................... 10.50 7.63
Third Quarter.......................................... 9.13 7.75
Fourth Quarter......................................... 8.38 6.63
FISCAL 1996
First Quarter.......................................... $ 8.13 $ 6.38
Second Quarter......................................... 11.25 7.38
Third Quarter.......................................... 15.88 11.75
Fourth Quarter......................................... 17.88 14.38
FISCAL 1997
First Quarter.......................................... $24.13 $14.88
Second Quarter......................................... 28.00 20.50
Third Quarter.......................................... 34.25 23.13
</TABLE>

On November 4, 1996, the closing sale price of the Company's Common Stock
as reported on the New York Stock Exchange was $28.625 per share. As of October
7, 1996, there were approximately 1,900 holders of record of the Common Stock.

The Company has followed a policy of paying semi-annual cash dividends of
$0.04 per share on the Common Stock in each of the last two fiscal years and has
continued such policy during fiscal 1997. On October 1, 1996, the Company
declared a $0.04 per share cash dividend, which was paid on October 25, 1996 to
holders of record of Common Stock as of October 11, 1996. Following completion
of this offering, the continued payment of dividends on the Common Stock will
depend upon the Company's operating results, business requirements and financial
condition and such other factors as the Company's Board of Directors considers
relevant. The Company's credit facility imposes restrictions on the ability of
the Company to make distributions or pay dividends on the Common Stock.

12
<PAGE> 13

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company (i) as of August 12, 1996, (ii) on a pro forma basis to give effect
to the October 1996 acquisition of Casa Bonita, including the incurrence of
indebtedness in connection with such acquisition, and (iii) on a pro forma as
adjusted basis to give effect to the receipt and application of the net proceeds
from the sale of the shares of Common Stock offered hereby. The information set
forth in the following table should be read in conjunction with the pro forma
consolidated financial statements of the Company and the consolidated financial
statements of the Company, Casa Bonita and Summit, and related notes, which are
included elsewhere or incorporated by reference in this Prospectus:

<TABLE>
<CAPTION>
AS OF AUGUST 12, 1996
-------------------------------------
ACTUAL PRO FORMA(1) AS ADJUSTED
-------- ------------ -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Current portion of long-term debt....................... $ 3,486 $ 16,486 $ 13,486
Current portion of capital lease obligations............ 4,666 4,801 4,801
-------- -------- --------
Total short-term debt................................. $ 8,152 $ 21,287 $ 18,287
======== ======== ========
Long-term debt.......................................... $ 30,230 $ 55,230 $22,230
Capital lease obligations............................... 48,171 49,404 49,404
-------- -------- --------
Total long-term debt.................................. 78,401 104,634 71,634
Stockholders' equity:
Preferred Stock: $0.01 par value, 5,000,000 shares
authorized; no shares issued or outstanding........ -- -- --
Common Stock: $0.01 par value, 50,000,000 shares
authorized; 19,831,469 shares issued and
outstanding, 22,331,469 shares issued and
outstanding, as adjusted(2)........................ 198 198 223
Additional paid-in capital......................... 51,142 51,142 118,501
Retained earnings.................................. 77,295 77,295 77,295
Treasury stock, at cost (670,300 shares)........... (5,109) (5,109) (5,109)
-------- -------- --------
Total stockholders' equity.................... $123,526 $123,526 $190,910
-------- -------- --------
Total capitalization..................... $201,927 $228,160 $262,544
======== ======== ========
</TABLE>

- ---------------
(1) Adjusted to give pro forma effect to the acquisition of Casa Bonita as if it
had occurred on August 12, 1996. See "Unaudited Pro Forma Combined Condensed
Financial Data."

(2) Excludes 4,139,743 shares of Common Stock reserved for issuance under the
Company's stock option plans, of which 1,733,011 shares were issuable upon
the exercise of stock options outstanding as of August 12, 1996 at a
weighted average exercise price of $12.39 per share.

13
<PAGE> 14

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table presents selected consolidated financial and operating
data for each of the three fiscal years through January 31, 1996 and for the 28
weeks ended August 14, 1995 and August 12, 1996. The data for the three fiscal
years have been derived from consolidated financial statements of the Company
which have been audited by KPMG Peat Marwick LLP, independent certified public
accountants, whose report with respect thereto is included elsewhere in this
Prospectus. The consolidated financial data of the Company as of and for the 28
weeks ended August 14, 1995 and August 12, 1996 are derived from unaudited
consolidated financial statements of the Company which include all adjustments,
consisting only of normal recurring adjustments and accruals, that the Company
considers necessary for a fair presentation of its financial position and
results of operations for the relevant period. Operating results for the 28
weeks ended August 12, 1996 are not necessarily indicative of the results that
may be expected for the full fiscal year ending January 31, 1997 or any other
future period. The selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's consolidated financial statements
and the notes thereto included elsewhere in this Prospectus. Selected
consolidated financial data for the fiscal years ended January 31, 1992 and
January 31, 1993 are included in the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1996, which is incorporated by reference
herein.

<TABLE>
<CAPTION>
TWENTY-EIGHT
WEEKS ENDED
FISCAL YEAR ENDED JANUARY 31, ------------------------
------------------------------ AUGUST 14, AUGUST 12,
1994(1) 1995 1996 1995 1996
-------- -------- -------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME DATA:
Revenues:
Company-operated restaurants.......... $384,859 $370,045 $393,486 $ 207,515 $ 239,874
Franchised and licensed restaurants... 78,635 73,702 71,951 38,150 41,183
-------- -------- -------- -------- --------
Total revenues................... 463,494 443,747 465,437 245,665 281,057
-------- -------- -------- -------- --------
Operating costs and expenses:
Company-operated restaurants:
Food and packaging................. 115,444 111,985 121,029 63,180 73,967
Payroll and other employee
benefits......................... 118,774 112,177 109,942 59,272 65,012
Occupancy and other operating
expenses......................... 84,890 82,172 82,095 44,255 48,736
-------- -------- -------- -------- --------
319,108 306,334 313,066 166,707 187,715
Franchised and licensed restaurants... 73,552 69,871 68,839 36,689 39,155
Advertising expenses.................. 19,104 20,148 19,940 10,819 13,470
General and administrative expenses... 41,222 38,792 37,857 19,632 20,549
-------- -------- -------- -------- --------
Total operating costs and
expenses...................... 452,986 435,145 439,702 233,847 260,889
-------- -------- -------- -------- --------
Operating income........................ 10,508 8,602 25,735 11,818 20,168
Interest expense........................ (10,387) (9,202) (10,004) (5,285) (4,744)
Other income, net....................... 6,148 2,998 2,222 1,204 1,850
-------- -------- -------- -------- --------
Income before income taxes and
cumulative effect of change in
accounting principle.................. 6,269 2,398 17,953 7,737 17,274
Income tax expense...................... 1,836 1,134 7,001 3,014 6,749
-------- -------- -------- -------- --------
Income before cumulative effect of
change in accounting principle........ 4,433 1,264 10,952 4,723 10,525
Cumulative effect of change in
accounting principle.................. (768) -- -- -- --
-------- -------- -------- -------- --------
Net income.............................. $ 3,665 $ 1,264 $ 10,952 $ 4,723 $ 10,525
======== ======== ======== ======== ========
Net income per common and common
equivalent share(2)................... $ 0.20 $ 0.07 $ 0.59 $ 0.26 $ 0.55
======== ======== ======== ======== ========
Common and common equivalent shares used
in computing per share amounts........ 18,567 18,717 18,679 18,441 19,220
======== ======== ======== ======== ========
</TABLE>

14
<PAGE> 15

- ---------------
(1) Fiscal 1994 included 53 weeks.

(2) Net income per common and common equivalent share in fiscal 1994 is net of a
cumulative effect of a change in accounting principle of $(0.04) per share.

(3) Includes Carl's Jr. restaurant operating data only. Restaurant revenues from
Company-operated restaurants exclude revenues of $5.8 million in fiscal 1995
and $4.3 million in both fiscal 1996 and in the 28-week period ended August
14, 1995 from Boston Market stores which are no longer operated by the
Company. See Note 2 of Notes to Consolidated Financial Statements. Also
excludes $2.2 million and $4.3 million of revenues from the Company's
Rally's and Summit operations, respectively, in the 28-week period ended
August 12, 1996.

(4) Calculated on a 52- or 53-week trailing basis for all periods presented.

(5) Includes only Carl's Jr. restaurants open throughout the full periods being
compared.

15
<PAGE> 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Prospectus contains forward-looking statements within the meaning of
the federal securities laws. Actual results could differ materially from those
projected in the forward-looking statements due to a number of factors,
including those set forth under "Risk Factors" and other factors described
elsewhere or incorporated by reference in this Prospectus.

OVERVIEW

The Company owns, operates, franchises and licenses the Carl's Jr.
quick-service restaurant concept, which is the seventh largest quick-service
hamburger restaurant chain in the United States. As of October 7, 1996, the
Carl's Jr. system included 661 restaurants, of which 406 were operated by the
Company and 255 were operated by the Company's franchisees and licensees. The
Carl's Jr. restaurants are located in the western United States, predominantly
in California, and in Mexico and the Pacific Rim. Primarily as a result of
recent acquisitions, the Company also operates a total of 236 other restaurants,
including 108 Taco Bueno quick-service Mexican food restaurants located in Texas
and Oklahoma.

Background. The first Carl's Jr. restaurant was opened in 1956 by Carl N.
Karcher, the Company's founder, in Anaheim, California. After an extended period
of growth, the Company made certain strategic decisions and experienced
operational difficulties in the early 1990s which adversely impacted the
Company's sales and profitability. In response to the introduction of value
pricing by its quick-service restaurant competitors, the Company reduced prices
and initiated an extensive value-priced menu advertising campaign. Beginning in
October 1994, the Company hired a new management team which began implementing a
variety of strategic and operational programs designed to revitalize the Carl's
Jr. brand and improve financial results. These programs included, among others,
a renewed focus on offering superior products, the elimination of most
value-priced menu items, a new advertising campaign, a dual-branding program
with The Green Burrito and the commencement of a remodeling program for Carl's
Jr. restaurants. As a result of these strategies, together with the Company's
successful efforts to reduce expenses at both the corporate and operating
levels, the Company experienced significant improvements in sales and operating
results in fiscal 1996 and the 28-week period ended August 12, 1996. The Company
is continuing to implement its dual-branding and remodeling programs and to
focus on reducing expenses, and believes it will continue to benefit from such
activities in the future.

Image Enhancement and Dual-Branding Programs. During fiscal 1996, the
Company commenced its image enhancement program, aimed at remodeling and
revitalizing its Carl's Jr. restaurants. As of October 7, 1996, the Company had
remodeled 124 of its Carl's Jr. restaurants and plans to remodel up to an
additional 64 Company-operated Carl's Jr. restaurants during the remainder of
fiscal 1997 and to complete the remodeling of substantially all of its
Company-operated Carl's Jr. restaurants by the end of fiscal 1998. The cost of
remodeling ranges from $100,000 to $140,000 for each location. The Company also
initiated its Green Burrito dual-branding program during fiscal 1996. As of
October 7, 1996, the Company had converted 51 Company-operated Carl's Jr.
restaurants to Carl's Jr./Green Burrito dual-brand restaurants and the Company
plans to convert up to 16 additional restaurants during the remainder of fiscal
1997 and up to 40 additional restaurants during fiscal 1998. During the 28-week
period ended August 12, 1996, post-conversion revenues in the 45
Company-operated restaurants converted to Carl's Jr./Green Burrito dual-brand
restaurants (including restaurants converted during the period) were
approximately 25% higher than same-store sales in the comparable prior year
period. The Company incurs approximately $40,000 to $50,000 in equipment and
signage costs in converting its Carl Jr. restaurants into dual-brand
restaurants. At the time of the conversions of Carl's Jr. restaurants to Carl's
Jr./Green Burrito dual-brand restaurants, the Company intends to remodel such
restaurants as described above. See "Business -- Carl's Jr. -- Green Burrito
Development Agreement."

16
<PAGE> 17

Restaurant Performance. For the trailing 52-week period ended August 12,
1996, the Company's average annual sales per Company-operated Carl's Jr.
restaurant was $1,066,900. For the 28-week period ended August 12, 1996,
Company-operated Carl's Jr. restaurants generated restaurant-level margins of
22.2%. The Company believes its Company-operated Carl's Jr. restaurants generate
strong restaurant-level margins and per-store average sales that are among the
highest of the major quick-service hamburger restaurant chains.

General. The Company's revenues are derived primarily from sales by
Company-operated restaurants and revenues from franchisees, including franchise
and royalty fees, rentals under real property leases and sales of food and
packaging products. Restaurant operating expenses consist primarily of food and
packaging costs, payroll and other employee benefits and occupancy and other
operating expenses of Company-operated restaurants. Operating costs of the
Company's franchised and licensed restaurants include the cost of food and
packaging products sold to the Company's franchisees and licensees and lease
payments on properties subleased to the Company's franchisees. Other operating
expenses, including advertising expenses and general and administrative
expenses, relate to Company-operated restaurants as well as franchisee and
licensee operations. The Company's revenues and expenses are directly affected
by the number and sales volumes of Company-operated restaurants and, to a lesser
extent, franchised and licensed restaurants.

Approximately 78% of the Company's fiscal 1996 revenues from franchised and
licensed restaurants were derived from sales of food and packaging products
through the Company's distribution operations to its Carl's Jr. franchisees and
licensees. The Company's distribution operations support both Company-operated
and franchised Carl's Jr. restaurants by maintaining system-wide product quality
and consistency and by utilizing volume buying power which the Company believes
lowers the costs of food and paper products.

RECENT DEVELOPMENTS

Casa Bonita. The Company acquired an 80.0% equity interest in Casa Bonita
in October 1996. Casa Bonita, which currently operates 108 Taco Bueno
restaurants located in Texas and Oklahoma, generated aggregate restaurant
revenues of $80.4 million and $43.8 million during its fiscal year ended April
1, 1996 and its 28-week period ended June 24, 1996, respectively. The Company's
results of operations include the revenues and expenses of Casa Bonita
commencing October 1, 1996. The acquisition was effected by CBI Restaurants,
Inc. ("CBI"), a newly-formed corporation in which the Company holds an 80.0%
equity interest. CBI paid $42.0 million in cash, which was financed by
short-term loans of $9.0 million from the Company, $8.0 million from Fidelity,
and $5.0 million from Giant Group, Ltd. The balance of the purchase price, $20.0
million, was financed through the Company's investment of $16.0 million in cash
for an 80.0% equity interest in CBI, and Fidelity's investment of $4.0 million
in cash for the remaining 20.0% equity interest in CBI. The Company's investment
in CBI was funded out of borrowings under the Company's credit facility. William
P. Foley II, the Company's Chief Executive Officer and Chairman of the Board,
serves as the Chairman of the Board and Chief Executive Officer of Fidelity. In
addition, Daniel D. Lane, the Company's Vice Chairman of the Board, and Frank P.
Willey, a director of the Company, serve as directors of Fidelity. See
"Unaudited Pro Forma Combined Condensed Financial Data," "Business -- Taco
Bueno" and "Management."

Rally's. The Company owns a minority interest in Rally's, an operator and
franchisor of approximately 480 double drive-through restaurants in 19 states,
primarily in the Midwest and the Sunbelt. As of October 7, 1996, the Company's
investment in Rally's was $5.9 million. During the third quarter of fiscal 1997,
the Company began using the equity method of accounting for its investment in
Rally's, as a result of which the Company will include in its results of
operations its pro rata share of the net income or loss of Rally's. Rally's
reported a net loss from operations of $36.5 million and a net loss of $46.9
million for its fiscal year ended December 31, 1995 and a net loss from
operations of $1.0 million and net income of $0.9 million (including an
extraordinary gain, net of tax, of $4.5 million from the early extinguishment of
debt) for its six-month period

17
<PAGE> 18

ended June 30, 1996. There can be no assurance that Rally's will achieve
profitability or that the Company's investment in Rally's will not be impaired.
See "Risk Factors -- Risks Associated with Minority Investments."

The Company and Rally's entered into an operating agreement, effective in
July 1996, under which the Company operates 28 Rally's-owned restaurants located
in California and Arizona. One of the Rally's restaurants operated by the
Company has been converted into a Carl's Jr. "Jr." restaurant, which offers a
limited Carl's Jr. menu in a double drive-thru and walk-up service format. The
Company is considering converting more of these Rally's restaurants to Carl's
Jr. "Jr." restaurants. The Company's results of operations include the revenues
and expenses of these 28 restaurants commencing July 1, 1996. There can be no
assurance that these restaurants will be operated profitably by the Company.

Summit. The Company acquired Summit in July 1996. Summit has experienced
significant operating losses in recent periods, primarily resulting from
continued declining same-store sales in the JB's Restaurants. The Company is
currently considering selling or otherwise disposing of its JB's Restaurants and
the related franchise system. However, the Company has not entered into any
agreements providing for any such transaction and there can be no assurance that
the Company will be able to sell or otherwise dispose of such assets for a
financial gain, on favorable terms, in a timely manner or at all. The Company's
results of operations include the revenues and expenses of Summit's restaurants
commencing July 16, 1996. Since completing the acquisition of Summit, the
Company has eliminated a substantial portion of Summit's corporate staff,
resulting in reduced general and administrative expenses. In addition, the
Company has closed four JB's Restaurants. There can be no assurance that Summit
will not continue to incur operating losses, or that such operating losses will
not have a material adverse effect on the Company's financial condition and
results of operations. See "Risk Factors -- Uncertainties Relating to Recent
Acquisitions."

Boston West. During fiscal 1996, Boston Pacific contributed a majority of
its existing Boston Market restaurant assets to Boston West, which assumed the
operations of the existing Boston Market stores and the Company's development
obligations under an area development agreement with BCI. The results of
operations of the Boston Market stores previously operated by the Company are
included in fiscal 1996 only through September 1995. The Company is no longer
obligated to contribute capital to Boston West to support its Boston Market
development obligations. The Company's investment in Boston West as of August
12, 1996 was $21.9 million, which is recorded at cost and approximates the
estimated fair value of the Company's preferred equity units in Boston West.
Boston West has incurred significant operating losses, and there can be no
assurance that Boston West will achieve profitability, that BCI will continue
its support, or that the Company's minority investment in Boston West will not
be impaired. See "Risk Factors -- Risks Associated with Minority Investments"
and Note 2 of Notes to Consolidated Financial Statements.

18
<PAGE> 19

RESULTS OF OPERATIONS

The following table sets forth the percentage relationship to total
revenues, unless otherwise indicated, of certain items included in the Company's
consolidated statements of income for the periods indicated:

<TABLE>
<CAPTION>
TWENTY-EIGHT
FISCAL YEAR ENDED WEEKS ENDED
JANUARY 31, -----------------------
------------------------- AUGUST 14, AUGUST 12,
1994 1995 1996 1995 1996
----- ----- ----- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues:
Company-operated restaurants.............. 83.0% 83.4% 84.5% 84.5% 85.3%
Franchised and licensed restaurants....... 17.0 16.6 15.5 15.5 14.7
----- ----- ----- ----- -----
Total revenues......................... 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== =====
Operating costs and expenses:
Company-operated restaurants(1):
Food and packaging..................... 30.0% 30.3% 30.8% 30.5% 30.9%
Payroll and other employee benefits.... 30.9 30.3 27.9 28.6 27.1
Occupancy and other operating
expenses............................. 22.0 22.2 20.9 21.3 20.3
----- ----- ----- ----- -----
82.9 82.8 79.6 80.4 78.3
Franchised and licensed restaurants(2).... 93.5 94.8 95.7 96.2 95.1
Advertising expenses(1)................... 5.0 5.4 5.1 5.2 5.6
General and administrative expenses....... 8.9 8.7 8.1 8.0 7.3
Operating income............................ 2.3 1.9 5.5 4.8 7.2
Interest expense............................ (2.2) (2.1) (2.1) (2.2) (1.7)
Other income, net........................... 1.3 0.7 0.5 0.5 0.6
----- ----- ----- ----- -----
Income before income taxes and cumulative
effect of change in accounting
principle................................. 1.4 0.5 3.9 3.1 6.1
Income tax expense.......................... 0.4 0.2 1.5 1.2 2.4
----- ----- ----- ----- -----
Income before cumulative effect of change in
accounting principle...................... 1.0 0.3 2.4 1.9 3.7
Cumulative effect of change in accounting
principle................................. 0.2 -- -- -- --
----- ----- ----- ----- -----
Net income.................................. 0.8% 0.3% 2.4% 1.9% 3.7%
===== ===== ===== ===== =====
</TABLE>

- ---------------
(1) As a percentage of revenues from Company-operated restaurants.
(2) As a percentage of revenues from franchised and licensed restaurants.

TWENTY-EIGHT WEEKS ENDED AUGUST 12, 1996 COMPARED TO TWENTY-EIGHT
WEEKS ENDED AUGUST 14, 1995

REVENUES

Company-operated Restaurants. Revenues from Company-operated restaurants,
comprised mainly of sales from Carl's Jr. restaurants, totaled $239.9 million in
the 28-week period ended August 12, 1996, an increase of $32.4 million, or
15.6%, over the prior year period. Carl's Jr. revenues alone accounted for $30.2
million of such increase, while Rally's and Summit accounted for approximately
$2.2 million and $4.3 million, respectively, of revenues in the 28-week period
ended August 12, 1996, partially offset by Boston Pacific's contribution of $4.3
million of revenues in the prior year period. On a same-store sales basis
(calculated using only restaurants in operation for the full periods being
compared), revenues from Company-operated Carl's Jr. restaurants increased 11.3%
in the 28-week period ended August 12, 1996 as compared with a 0.8% increase in
the prior year period. The Company's dual-branding and image enhancement
programs and increased advertising contributed to the increase in revenues in
the Company-operated Carl's Jr. restaurants. Higher average sales and
transaction counts per restaurant and an increase in the number of

19
<PAGE> 20

Company operated restaurants operating in the fiscal 1997 period as compared
with the prior year period contributed to the increase in revenues.

Franchised and Licensed Restaurants. Revenues from franchised and licensed
restaurants for the 28-week period ended August 12, 1996 increased 8.0% to $41.2
million over the prior year period. This increase was due to increased royalties
from, and food purchases by, franchisees as a result of higher sales volumes at
franchised Carl's Jr. restaurants, partially offset by a decrease in the number
of franchised and licensed Carl's Jr. restaurants operating as compared with the
prior year period.

OPERATING COSTS AND EXPENSES

Company-operated Restaurants. Restaurant-level margins of the Company's
restaurant operations increased approximately 2.1% to 21.7% for the 28-week
period ended August 12, 1996, as compared with the prior year period. Excluding
the effect of the adoption of Statement of Financial Accounting Standards No.
121 during the first quarter of the current year, restaurant-level margins would
have been 22.3% for the 28-week period ended August 12, 1996. The
restaurant-level margins for the Carl's Jr. operations alone increased 2.2% to
22.2% for the 28-week period ended August 12, 1996 compared to the prior year
period. These improved results in the Company's restaurant-level operating
margins reflect higher same-store sales and the Company's continued commitment
to improve the cost structure of its Carl's Jr. restaurants, particularly in the
areas of improving labor productivity and reducing workers' compensation costs.
As a percentage of revenues from Company-operated restaurants, payroll and other
employee benefits and occupancy and other operating expenses decreased in the
28-week period ended August 12, 1996 as compared with the prior year period.
Restaurant-level margins in the first quarter of the prior year were unfavorably
impacted by the start-up nature of the Company's Boston Market operations.

Franchised and Licensed Restaurants. Franchised and licensed restaurant
costs followed a comparable pattern to the revenues from franchised and licensed
restaurants. These costs increased 6.7% for the current 28-week period over the
prior year period. The increase was primarily due to increased food purchases by
Carl's Jr. franchisees, and was partially offset by a decrease in the number of
franchised and licensed Carl's Jr. restaurants in operation in the current
period as compared with the prior year period.

Advertising Expenses. Advertising expenses, as a percentage of
Company-operated restaurant revenues, increased 0.4% to 5.6% for the 28-week
period ended August 12, 1996 over the prior year period. Advertising expenses
have become increasingly important in the current competitive environment and,
as a result, have increased as a percentage of Company-operated restaurant
revenues in the current period compared with the prior year period. The Company
began its innovative advertising campaign for Carl's Jr. in May 1995, and
same-store sales have increased in each consecutive quarter thereafter as
compared with the same quarters of the prior year. There can be no assurance
that such increases will be sustained.

General and Administrative Expenses. General and administrative expenses
increased $0.9 million to $20.5 million for the 28-week period ended August 12,
1996 over the prior year period. However, as a percentage of total revenues,
these expenses decreased 0.7% as compared with the prior year period. The
increase in general and administrative expenses in the current fiscal year
28-week period was primarily the result of incentive compensation for regional
restaurant management and selected corporate employees in support of higher
revenues from Company-operated restaurants and improved restaurant operating
performance, increased amortization expense, and various corporate legal
expenses. General and administrative expenses were unfavorably impacted in the
prior year period by the inclusion of approximately $1.8 million of expenses
associated with the Company's Boston Market operations.

20
<PAGE> 21

Interest Expense. Interest expense for the 28-week period of the current
fiscal year decreased 10.2% to $4.7 million as compared with the prior year
period as a result of lower levels of borrowings outstanding and lower interest
rates.

Other Income, Net. Other income, net, was primarily comprised of
investment income, interest on notes and leases receivable, gains and losses on
sales of restaurants, and other non-recurring income. Other income, net,
increased $0.6 million in the 28-week period of fiscal 1997 primarily due to
lease income generated from the leasing of certain equipment and real property
following the formation of Boston West.

FISCAL 1996 COMPARED TO FISCAL 1995 AND FISCAL 1995 COMPARED TO FISCAL 1994

REVENUES

Company-operated Restaurants. Revenues from Company-operated restaurants
totaled $393.5 million in fiscal 1996, an increase of $23.4 million, or 6.3%, as
compared with the prior fiscal year. This increase was primarily the result of
the Company's dual-branding, restaurant remodeling and advertising programs
which were implemented in fiscal 1996. Also contributing to the rise in revenues
were the efficiencies made in the Carl's Jr. restaurants in the area of speed of
service, higher average sales and transaction counts per restaurant and an
increase in the number of restaurants in operation in fiscal 1996 as compared
with fiscal 1995. On a same-store sales basis, the Company's Carl's Jr. sales,
which are calculated using only restaurants open for the full fiscal years being
compared, increased 4.4% in fiscal 1996 to $371.9 million. The increase in
same-store sales in fiscal 1996 was the first yearly increase in same-store
sales experienced by the Company in six years.

Revenues from Company-operated restaurants were adversely affected in
fiscal 1995 by aggressive promotions and price reductions by the Company's
principal competitors. The Company experienced lower average sales per
restaurant and had fewer restaurants in operation in fiscal 1995 as compared
with fiscal 1994. As a result of these factors, revenues from Company-operated
restaurants decreased $14.8 million, or 3.8%, from fiscal 1994 to fiscal 1995.
Total revenues from Company-operated restaurants for fiscal 1995 also reflected
one week's fewer sales than for fiscal 1994 because fiscal 1994 was a 53-week
reporting period.

Franchised and Licensed Restaurants. Revenues from franchised and licensed
restaurants decreased 2.4% to $72.0 million in fiscal 1996 and 6.3% to $73.7
million in fiscal 1995. The fiscal 1996 decrease was largely due to lower prices
of food and other products supplied to franchisees by the Company, which were
passed along to the franchisees. A slight decrease in the number of franchised
Carl's Jr. restaurants in operation in fiscal 1996 as compared with fiscal 1995
also contributed to the reduction in revenues. The fiscal 1995 decrease was due
primarily to declining franchisee restaurant revenues and lower commodities
costs on chicken, beef and tomatoes, which were passed along to the franchisees.

OPERATING COSTS AND EXPENSES

Company-operated Restaurants. The Company's efforts to reduce the
restaurant-level cost structure of its Carl's Jr. restaurants, which began in
fiscal 1994, have resulted in significant improvements in the Company's
restaurant-level margins. These margins, as a percentage of revenues from
Company-operated restaurants, were 20.4%, 17.2% and 17.1% in fiscal 1996, 1995
and 1994, respectively. The 3.2% restaurant-level margin improvement in fiscal
1996 was primarily attributable to material declines in payroll and other
employee benefit costs. The slight improvement in fiscal 1995 over fiscal 1994
was achieved despite Boston Pacific's start-up nature during its first year of
operations in fiscal 1995 and a decline in revenues from Company-operated
restaurants in fiscal 1995.

The Company's food and packaging costs have remained relatively consistent
at 30.8%, 30.3% and 30.0% of revenues from Company-operated restaurants for
fiscal 1996, 1995 and 1994, respectively. During fiscal 1996, food costs
increased marginally as a result of the change in the mix of products sold to
higher food cost products, such as the Crispy Chicken Sandwiches, which were

21
<PAGE> 22

introduced during the third quarter of fiscal 1996, and the Famous Big Star,
which is offered at participating restaurants at $0.99 and is currently the
Company's only value-priced product.

Payroll and other employee benefit costs, as a percentage of revenues from
Company-operated restaurants, declined 3.1% in fiscal 1994 to 30.9%, followed by
a 0.6% decrease in fiscal 1995 to 30.3% and a further reduction of 2.4% during
fiscal 1996 to 27.9%. These significant reductions in payroll and other employee
benefit costs were achieved during the past three fiscal years as a result of
the Company's continued commitment to improve the cost structure of its Carl's
Jr. restaurants. Labor productivity programs were implemented in fiscal 1996 to
further decrease costs and to improve direct labor efficiencies. The Company
added new safety and other programs in fiscal 1994 which, coupled with changes
in state regulations, have resulted in a decrease of work related injuries and
reduced the Company's workers' compensation claims and losses during fiscal 1996
and 1995.

Occupancy and other operating expenses, as a percentage of revenues from
Company-operated restaurants, were 20.9%, 22.2% and 22.0% in fiscal 1996, 1995
and 1994, respectively. The decrease in fiscal 1996 was largely due to the
Company's efforts to maintain costs at the fiscal 1995 level, which included
reducing utility costs through the installation of energy-efficient lighting and
a reduction in the cost of certain promotional items offered. Further, since
these costs are generally fixed in nature, they decrease as a percentage of
Company-operated restaurant revenues as revenues increase. Occupancy and other
operating expenses remained relatively flat as a percentage of revenues from
Company-operated restaurants from fiscal 1994 to 1995. Rent and selected other
increases in fiscal 1995 were more than offset by reductions in repair and
maintenance costs.

Franchised and Licensed Restaurants. Franchised and licensed restaurant
costs followed a similar trend over the past three fiscal years to the revenues
from franchised and licensed restaurants. These costs decreased 1.5% in fiscal
1996 to $68.8 million, following a 5.0% decrease in fiscal 1995 to $69.9
million. The decrease in fiscal 1996 was primarily attributable to the decrease
in the number of franchised restaurants in operation as compared with fiscal
1995. The fiscal 1995 decrease was largely due to lower food costs which were
passed along to franchisees, with little change in the number of franchised
restaurants.

Advertising Expenses. Advertising expenses, as a percentage of revenues
from Company-operated restaurants, were 5.1%, 5.4% and 5.0% in fiscal 1996, 1995
and 1994, respectively. Advertising expenses have become increasingly important
in the current competitive environment and, accordingly, increased as a
percentage of revenues from Company operated restaurants in fiscal 1994 and
1995. During fiscal 1996, a new advertising agency was appointed to assist the
Company in redirecting its Carl's Jr. marketing programs and restoring its
reputation of offering superior quality products. An innovative new advertising
campaign was introduced in May 1995 and the Company has seen consecutive
quarterly increases in both same-store sales and customer transactions in
Company-operated Carl's Jr. restaurants since the start of the campaign. There
can be no assurance that such quarterly increases in same-store sales and
customer transactions will be sustained.

General and Administrative Expenses. Excluding the effects of certain
nonrecurring charges in fiscal 1995 and 1994, which are discussed below, general
and administrative expenses amounted to $37.9 million, $41.5 million and $36.5
million in fiscal 1996, 1995 and 1994, respectively, which represented 8.1%,
9.4% and 7.9%, respectively, of total revenues in those years. During fiscal
1996, the Company benefited, through reduced payroll and employee benefit costs,
from various reorganizations and headcount reductions that occurred both in
fiscal 1996 and in prior fiscal years. Also contributing to the decrease in
general and administrative expenses in fiscal 1996 was the formation in April
1995 of Boston West, whereby this entity assumed the operations of all of the
Company's existing Boston Market stores and agreed to fulfill the Company's
remaining obligations under its area development agreement with BCI. See Note 2
of Notes to Consolidated Financial Statements. The fiscal 1995 increase was due
primarily to start-up costs associated with the Company's Boston Market
operations (including the costs to convert seven Carl's Jr. restaurants to
Boston Market

22
<PAGE> 23

stores), the write-off of the former Carl's Jr. menu boards and expenses related
to the Company's reorganization as a Delaware holding company which was
completed during fiscal 1995.

Included in general and administrative expenses for fiscal 1995 and 1994
were certain nonrecurring charges. Fiscal 1995 general and administrative
expenses were reduced by $2.7 million as a result of the reversal of certain
previously established lease subsidy reserves in connection with the
reacquisition of 12 Carl's Jr. franchised restaurants. In fiscal 1994, these
expenses included a $3.0 million charge related to a binding arbitration
judgment and a $1.7 million charge representing the net present value of future
retirement benefits granted to the Chairman Emeritus in October 1993.

Interest Expense. Interest expense for fiscal 1996 increased 8.7% to $10.0
million, primarily as a result of higher levels of borrowings outstanding and
higher interest rates in fiscal 1996. Interest expense decreased 11.4% to $9.2
million in fiscal 1995 as a result of lower levels of borrowings outstanding in
fiscal 1995 as compared with fiscal 1994.

Other Income, Net. Other income, net, for all periods presented was
comprised primarily of investment income, interest on notes and leases
receivable, gains and losses on sales of restaurants, and other nonrecurring
income. Other income, net, decreased 25.9% in fiscal 1996 to $2.2 million and
51.2% in fiscal 1995 to $3.0 million, largely due to decreases in investment
income resulting from lower investment levels after fiscal 1994.

Effective as of the beginning of fiscal 1995, the Company adopted Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." As a result of adopting this new standard, net
unrealized gains and losses on the Company's marketable securities portfolio,
which is comprised of securities that are considered available-for-sale, are
included in stockholders' equity, while such unrealized gains and losses in
fiscal 1994 were included in other income, net. The adoption of this new
standard was not material to the Company's consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

For the 28-week period ended August 12, 1996, the Company generated cash
flows from operating activities of $31.1 million, compared with $14.0 million
for the prior year period. Cash and cash equivalents in the current period
decreased $9.5 million from January 29, 1996, as the Company used cash flows
from operations to fund capital additions of approximately $19.6 million, to
complete the acquisition of Summit for $14.7 million in cash (net of cash
acquired) and to repay long-term debt and capital lease obligations, net of new
borrowings, of approximately $8.7 million, of which $6.5 million represented the
early repayment of certain indebtedness. Also contributing to the decrease in
cash and cash equivalents was the purchase of a long-term investment in Rally's
for approximately $4.1 million during the first quarter of fiscal 1997. The
decrease in cash and cash equivalents was partially offset by cash in the amount
of approximately $3.3 million generated from the sale of property and equipment,
collections on notes receivable and related party notes receivable of
approximately $1.0 million and the exercise of stock options, which generated
approximately $1.0 million. Total cash and cash equivalents available to the
Company as of August 12, 1996 was $18.3 million, which included $4.4 million
invested in marketable securities.

Effective August 12, 1996, the Company entered into a new Credit Agreement
with a group of financial institutions. Under the terms of the Credit Agreement,
the Company borrowed the principal amount of $20.0 million under a five-year,
fully amortizing term loan, the proceeds of which were used to repay existing
indebtedness. The Credit Agreement also provides the Company with (i) a
revolving credit facility for working capital and other general corporate
purposes, under the terms of which the Company may borrow from time to time up
to $30.0 million (including a letter of credit subfacility of up to $20.0
million), and (ii) a revolving credit facility for the purpose of financing
investments in and acquisitions of other companies, under the terms of which the
Company may borrow from time to time up to $25.0 million. The Company borrowed
$25.0 million under this revolving credit facility in connection with the
acquisition of Casa Bonita on October 1, 1996, a portion of which amount,
together with the outstanding principal amount of the term loan, is

23
<PAGE> 24

expected to be repaid from the net proceeds of this offering. See "Use of
Proceeds." The amounts advanced to the Company under the revolving acquisition
facility will convert after two years into a three-year, fully amortizing term
loan. The Company's revolving credit facility matures on July 31, 2001. After
giving effect to the receipt of the net proceeds of this offering and the
application of such proceeds to pay indebtedness, the Company will have an
aggregate of $46.0 million in borrowings available to it under its credit
facility, of which $30.0 million will be available for working capital and other
general corporate purposes and $16.0 million will be available for permitted
acquisitions of, or investments in, other companies.

The Credit Agreement also includes customary affirmative and negative
covenants which, among other things, restrict the Company's ability to (i) incur
or create indebtedness on or with respect to its properties, (ii) incur
additional indebtedness, (iii) merge or consolidate with other entities, (iv)
sell assets and (v) declare or pay dividends or repurchase shares of capital
stock, subject in each of the foregoing cases to certain exceptions. In
addition, the Credit Agreement requires the Company to maintain certain
specified financial ratios and operating results.

The Company's primary source of liquidity is its revenues from
Company-operated restaurants, which are generated in cash. Future capital needs
will arise primarily for the construction of new Carl's Jr. restaurants, the
remodeling of existing restaurants and the conversion of certain restaurants to
the Carl's Jr./Green Burrito dual-brand concept. The Company plans to open up to
11 new Carl's Jr. restaurants during the remainder of fiscal 1997 and up to 30
new Carl's Jr. restaurants in fiscal 1998. The Company also intends to open up
to seven new Taco Bueno restaurants in fiscal 1998. During the remainder of
fiscal 1997, the Company expects to remodel up to 64 of its existing Carl's Jr.
restaurants under the Company's image enhancement program and to convert up to
16 of its Carl's Jr. restaurants to Carl's Jr./Green Burrito dual-brand
restaurants.

Total capital expenditures aggregated approximately $19.6 million during
the 28-week period ended August 12, 1996 and are estimated to aggregate
approximately $18.0 million for the remainder of fiscal 1997. The Company
believes that the net proceeds from this offering, together with cash generated
from its restaurant operations, cash and marketable securities on hand and
amounts available under the Company's credit facility, will be sufficient to
finance its capital requirements for at least the next 12 months. If those
sources of capital are insufficient to satisfy the Company's capital spending
and working capital requirements, or if the Company determines to make any
significant acquisitions of or investments in other businesses, the Company may
be required to sell additional equity or debt securities or obtain additional
credit facilities. The sales, if any, of additional equity or convertible debt
securities could result in additional dilution to the Company's stockholders.

IMPACT OF INFLATION

Management recognizes that inflation has an impact on food, construction,
occupancy, labor and benefit costs, all of which can significantly affect the
Company's operations. Historically, the Company has been able to pass any higher
costs due to these inflationary factors along to its customers because those
factors have impacted nearly all restaurant companies. Recently, however,
management has emphasized cost controls rather than price increases, given the
competitive pressure within the quick-service restaurant industry.

NEW ACCOUNTING PRONOUNCEMENTS

The Company has adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" ("SFAS 121"). SFAS 121 requires the assessment of
certain long-lived assets for possible impairment when events or circumstances
indicate their carrying amounts may not be recoverable. The adoption of SFAS 121
resulted in a $1.3 million noncash pretax charge, equivalent to $0.04 per share,
to restaurant operations in the first quarter of fiscal 1997.

24
<PAGE> 25

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"), effective for fiscal years beginning after December
15, 1995. SFAS 123 establishes the fair value based method of accounting for
stock-based compensation arrangements, under which compensation cost is
determined using the fair value of the stock option at the grant date and the
number of options vested, and is recognized over the periods in which the
related services are rendered. If the Company were to retain its current
intrinsic value based method, as allowed by SFAS 123, it would be required to
disclose the pro forma effect of adopting the fair value based method for all
stock options granted in fiscal years beginning after December 14, 1994. The
Company has decided to retain its current intrinsic value based method and to
disclose the pro forma effect; however, the Company has not yet completed all of
the analysis required to estimate the impact of this new statement.

25
<PAGE> 26

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA

The following Unaudited Pro Forma Combined Condensed Financial Statements
are based upon the consolidated financial statements of the Company and are
adjusted to give effect to the acquisitions of Casa Bonita and Summit by the
Company (the "Acquisitions"). Casa Bonita was acquired on October 1, 1996 and
Summit was acquired on July 15, 1996. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Recent Developments."

The Unaudited Pro Forma Combined Condensed Balance Sheet as of August 12,
1996 gives effect to the Casa Bonita acquisition as if it had occurred on such
date and was prepared based upon the consolidated balance sheets of the Company
(including Summit) as of August 12, 1996 and of Casa Bonita as of June 24, 1996.
The Unaudited Pro Forma Combined Condensed Statements of Operations for the
fiscal year ended January 31, 1996 and for the 28 weeks ended August 12, 1996
give effect to the Acquisitions as if they had occurred on February 1, 1995. The
Unaudited Pro Forma Combined Condensed Statement of Operations for the fiscal
year ended January 31, 1996 was prepared based upon the consolidated statements
of operations of the Company for the fiscal year ended January 31, 1996, of
Summit for the 52 weeks ended March 11, 1996 and of Casa Bonita for the fiscal
year ended April 1, 1996. The Unaudited Pro Forma Combined Condensed Statement
of Operations for the 28 weeks ended August 12, 1996 was prepared based upon the
consolidated statements of operations of the Company for the 28 weeks ended
August 12, 1996, of Summit for the 26 weeks ended July 15, 1996 and of Casa
Bonita for the 28 weeks ended June 24, 1996.

The Unaudited Pro Forma Combined Condensed Financial Statements are
provided for comparative purposes only and are not necessarily indicative of the
results of operations or financial position of the combined companies that would
have occurred had the Acquisitions occurred at the beginning of the periods
presented or on the date indicated, nor are they necessarily indicative of
future operating results or financial position. The unaudited pro forma
adjustments are based upon currently available information and upon certain
assumptions that management of the Company believes are reasonable under the
circumstances. The Unaudited Pro Forma Combined Condensed Financial Statements
and the related notes thereto should be read in conjunction with the Company's
consolidated financial statements and the consolidated financial statements of
Summit and Casa Bonita included elsewhere or incorporated by reference in the
Registration Statement.

The Acquisitions were or will be accounted for using the purchase method of
accounting. Accordingly, the Company's cost to acquire Summit and Casa Bonita
were or will be allocated to the assets acquired and liabilities assumed
according to their respective fair values. The allocation is dependent upon
certain valuations and other studies that have not progressed to a stage where
there is sufficient information to make a definitive allocation. Accordingly,
the purchase allocation adjustments made in connection with the preparation of
the Unaudited Pro Forma Combined Condensed Financial Statements are preliminary,
and have been made solely for the purpose of preparing such Unaudited Pro Forma
Combined Condensed Financial Statements.

The Unaudited Pro Forma Combined Condensed Financial Statements do not
reflect certain cost savings that the Company expects to be realized primarily
through elimination of certain duplicative administrative costs. No assurances
can be made as to the amount of cost savings, if any, that actually will be
realized.

26
<PAGE> 27

CKE RESTAURANTS, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
AS OF AUGUST 12, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
HISTORICAL
-------------------------------
CASA PRO FORMA
CKE AT BONITA AT ACQUISITION
8/12/96 6/24/96 COMBINED ADJUSTMENTS PRO FORMA
-------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents.................. $ 18,333 $ 993 $ 19,326 $ -- $ 19,326
Accounts receivable........................ 7,025 76 7,101 -- 7,101
Related party notes receivable............. 1,360 16,981 18,341 (16,981)(d) 1,360
Inventories................................ 7,973 707 8,680 -- 8,680
Deferred income taxes, net................. 15,088 1,328 16,416 -- 16,416
Other current assets and prepaid
expenses................................. 7,193 114 7,307 -- 7,307
-------- ------- -------- -------- --------
Total current assets............. 56,972 20,199 77,171 (16,981) 60,190
Property and equipment, net................ 169,077 34,409 203,486 8,750(g) 212,236
Property under capital leases, net......... 34,257 715 34,972 -- 34,972
Long-term investments...................... 26,041 -- 26,041 -- 26,041
Notes receivable........................... 7,713 -- 7,713 -- 7,713
Related party notes receivable............. 715 -- 715 -- 715
Other assets............................... 11,682 783 12,465 5,647(h) 18,112
-------- ------- -------- -------- --------
Total assets..................... $306,457 $56,106 $362,563 $ (2,584) $359,979
======== ======= ======== ======== ========
LIABILITIES
Current portion of long-term debt.......... $ 3,486 $ -- $ 3,486 $ 13,000(f) $ 16,486
Current portion of capital lease
obligations.............................. 4,666 135 4,801 -- 4,801
Accounts payable........................... 22,611 1,613 24,224 -- 24,224
Other current liabilities.................. 48,488 7,020 55,508 1,100(h) 56,608
-------- ------- -------- -------- --------
Total current liabilities........ 79,251 8,768 88,019 14,100 102,119
Long-term debt............................. 30,230 -- 30,230 25,000(e) 55,230
Capital lease obligations.................. 48,171 1,233 49,404 -- 49,404
Related party notes payable................ -- 31,588 31,588 (31,588)(d) --
Other long-term liabilities................ 25,279 421 25,700 -- 25,700
-------- ------- -------- -------- --------
Total liabilities................ 182,931 42,010 224,941 7,512 232,453
Minority interest.......................... -- -- -- 4,000(j) 4,000
Stockholders' equity....................... 123,526 14,096 137,622 (14,096)(c) 123,526
-------- ------- -------- -------- --------
Total liabilities and
stockholders' equity........... $306,457 $56,106 $362,563 $ (2,584) $359,979
======== ======= ======== ======== ========
</TABLE>

See accompanying notes to unaudited pro forma combined condensed financial data.

27
<PAGE> 28

CKE RESTAURANTS, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JANUARY 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
HISTORICAL
------------------------------------
CKE SUMMIT CASA BONITA
FISCAL YEAR 52 WEEKS FISCAL YEAR PRO FORMA
ENDED ENDED ENDED ACQUISITION
1/31/96 3/11/96 4/1/96 COMBINED ADJUSTMENTS PRO FORMA
----------- -------- ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Total revenues.................. $465,437 $120,897 $80,381 $666,715 $ -- $666,715
Operating costs and expenses:
Company-operated restaurants:
Food and packaging......... 121,029 39,563 22,392 182,984 -- 182,984
Payroll and other employee
benefits................. 109,942 41,977 23,457 175,376 (1,600)(a) 173,776
Occupancy and other
operating expenses....... 82,095 32,208 20,711 135,014 103(g) 135,117
Franchised and licensed
restaurants................ 68,839 194 -- 69,033 -- 69,033
Advertising expenses.......... 19,940 3,316 5,033 28,289 -- 28,289
General and administrative
expenses................... 37,857 9,845 4,409 52,111 265(b)(h) 52,376
-------- -------- ------- -------- ------- --------
Total operating costs
and expenses........ 439,702 127,103 76,002 642,807 (1,232) 641,575
-------- -------- ------- -------- ------- --------
Operating income (loss)......... 25,735 (6,206) 4,379 23,908 1,232 25,140
Interest expense................ (10,004) (1,375) (3,180) (14,559) (55)(d)(e)(f) (14,614)
Gain on sale of long-term
investment.................... -- 3,959 -- 3,959 -- 3,959
Other income, net............... 2,222 400 409 3,031 (151)(d) 2,880
-------- -------- ------- -------- ------- --------
Income (loss) before income
taxes......................... 17,953 (3,222) 1,608 16,339 1,026 17,365
Income tax expense (benefit).... 7,001 900 509 8,410 (1,464)(i) 6,946
-------- -------- ------- -------- ------- --------
Net income (loss) before
minority interest............. 10,952 (4,122) 1,099 7,929 2,490 10,419
Minority interest............... -- -- -- -- (370)(j)(k) (370)
-------- -------- ------- -------- ------- --------
Net income (loss)............... $ 10,952 $ (4,122) $ 1,099 $ 7,929 $ 2,120 $ 10,049
======== ======== ======= ======== ======= ========
Net income per common and common
equivalent share.............. $ 0.59 $ 0.52
======== ========
Common and common equivalent
shares used in computing per
share amounts................. 18,679 19,181
======== ========
</TABLE>

See accompanying notes to unaudited pro forma combined condensed financial data.

28
<PAGE> 29

CKE RESTAURANTS, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE 28 WEEKS ENDED AUGUST 12, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
HISTORICAL
---------------------------------
CKE SUMMIT CASA BONITA
28 WEEKS 26 WEEKS 28 WEEKS PRO FORMA
ENDED ENDED ENDED ACQUISITION
8/12/96 7/15/96 6/24/96 COMBINED ADJUSTMENTS PRO FORMA
-------- -------- ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Total revenues................... $281,057 $68,732 $43,806 $393,595 $ -- $393,595
Operating costs and expenses:
Company-operated restaurants:
Food and packaging.......... 73,967 22,150 12,366 108,483 -- 108,483
Payroll and other employee
benefits.................. 65,012 23,662 13,081 101,755 (1,600)(a) 100,155
Occupancy and other
operating expenses........ 48,736 18,981 10,704 78,421 56(g) 78,477
Franchised and licensed
restaurants................. 39,155 130 -- 39,285 -- 39,285
Advertising expenses........... 13,470 389 2,855 16,714 -- 16,714
General and administrative
expenses.................... 20,549 6,060 2,214 28,823 142(b)(h) 28,965
-------- ------- ------- -------- ------- --------
Total operating costs
and expenses......... 260,889 71,372 41,220 373,481 (1,402) 372,079
-------- ------- ------- -------- ------- --------
Operating income (loss).......... 20,168 (2,640) 2,586 20,114 1,402 21,516
Interest expense................. (4,744) (711) (1,649) (7,104) (88)(d)(e)(f) (7,192)
Other income, net................ 1,850 242 93 2,185 (107)(d) 2,078
-------- ------- ------- -------- ------- --------
Income (loss) before income
taxes.......................... 17,274 (3,109) 1,030 15,195 1,207 16,402
Income tax expense (benefit)..... 6,749 (200) 430 6,979 (418)(i) 6,561
-------- ------- ------- -------- ------- --------
Net income (loss) before minority
interest....................... 10,525 (2,909) 600 8,216 1,625 9,841
Minority interest................ -- -- -- -- (191)(j)(k) (191)
-------- ------- ------- -------- ------- --------
Net income (loss)................ $ 10,525 $(2,909) $ 600 $ 8,216 $ 1,434 $ 9,650
======== ======= ======= ======== ======= ========
Net income per common and common
equivalent share............... $ 0.55 $ 0.49
======== ========
Common and common equivalent
shares used in computing per
share amounts.................. 19,220 19,638
======== ========
</TABLE>

See accompanying notes to unaudited pro forma combined condensed financial data.

29
<PAGE> 30

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL DATA
(DOLLARS IN THOUSANDS)

SUMMIT PRO FORMA ACQUISITION ADJUSTMENTS

See "Business -- Investments in Other Restaurant Concepts" for a
description of the acquisition of Summit.

(a) To exclude $1,600 of change of control and severance costs for
employees of Summit who have been terminated and which are included in
Summit's results of operations for the 52 weeks ended March 11, 1996
and the 26 weeks ended July 15, 1996, respectively, as a non-recurring
charge.

(b) To record the impact to goodwill amortization expense of $77 and $41
for the fiscal year ended January 31, 1996 and the 28 weeks ended
August 12, 1996, respectively, for the recording of $2,300 of excess of
consideration paid over fair value of net assets acquired (included in
the August 12, 1996 Unaudited Pro Forma Combined Condensed Balance
Sheet) amortized over thirty years.

CASA BONITA PRO FORMA ACQUISITION ADJUSTMENTS

The Unaudited Pro Forma Combined Condensed Financial Statements have been
prepared to reflect the Company's acquisition of an 80.0% equity interest in
Casa Bonita. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Recent Developments" for a description of the
acquisition of Casa Bonita.

(c) The Unaudited Pro Forma Combined Condensed Balance Sheet has been
adjusted to eliminate the stockholder's equity of Casa Bonita.

(d) To eliminate the related party note receivable of $16,981 and notes
payable of $31,588 cancelled prior to the acquisition as well as to
exclude the related interest income of $151 and $107 and the related
interest expense of $2,995 and $1,554 for the fiscal year ended January
31, 1996 and the 28 weeks ended August 12, 1996, respectively.

(e) To record long-term borrowings by the Company of $25,000 which bear
interest at 7.0% per annum and to record interest expense of $1,750 and
$942 for the fiscal year ended January 31, 1996 and the 28 weeks ended
August 12, 1996, respectively.

(f) To record short-term borrowings by CBI of $13,000 which bear interest
at 10.0% per annum and to record interest expense of $1,300 and $700
for the fiscal year ended January 31, 1996 and the 28 weeks ended
August 12, 1996, respectively.

(g) To increase land by $5,688 and buildings by $3,062 to their respective
estimated fair values, and to record the impact to depreciation expense
of $103 and $56 for the fiscal year ended January 31, 1996 and the 28
weeks ended August 12, 1996, respectively, for the estimated increase
in the building value depreciated over thirty years.

(h) To record $5,647 for the excess of consideration paid over the fair
value of net assets acquired and reserve $1,100 for estimated store
closure reserves ($800) and relocation costs ($300), and to record the
goodwill amortization of $188 and $101 for the fiscal year ended
January 31, 1996 and the 28 weeks ended August 12, 1996, respectively,
amortized over thirty years.

(i) To record the income tax effects of the pro forma adjustments and
consolidation of the entities so as to affect a pro forma tax rate of
40.0%.

(j) To record the 20.0% minority interest in Casa Bonita ($4,000) and the
minority interest in Casa Bonita's historical net income ($220 and $120
for the fiscal year ended January 31, 1996 and the 28 weeks ended
August 12, 1996, respectively).

(k) To record the 20.0% minority interest for adjustments (d), (f), (g) and
(h) above, tax effected at 40.0%.

30
<PAGE> 31

BUSINESS

OVERVIEW

The first Carl's Jr. restaurant was opened in 1956 by Carl N. Karcher, the
Company's founder, in Anaheim, California. After an extended period of growth,
the Company made certain strategic decisions and experienced certain strategic
and operational difficulties in the early 1990s which adversely impacted the
Company's sales and profitability. In response to the introduction of value
pricing by its quick-service restaurant competitors, the Company reduced prices
and initiated an extensive value-priced menu advertising campaign. Beginning in
October 1994, the Company hired a new management team which began implementing a
variety of strategic and operational programs designed to revitalize the Carl's
Jr. brand and improve financial results. These programs included, among others,
a renewed focus on offering superior products, the elimination of most
value-priced menu items, a new advertising campaign, a dual-branding program
with The Green Burrito and the commencement of a remodeling program for Carl's
Jr. restaurants. As a result of these strategies, together with the Company's
successful efforts to reduce expenses at both the corporate and operating
levels, the Company experienced significant improvements in sales and operating
results in fiscal 1996 and the 28-week period ended August 12, 1996. The Company
is continuing to implement its dual-branding and remodeling programs and to
focus on reducing expenses, and believes it will continue to benefit from such
activities in the future.

BUSINESS STRATEGY

The Company's objective is to enhance and reinforce its position as one of
the leading operators of quick-service restaurants within its targeted markets.
The Company's current management team has implemented a business strategy which
has revitalized the Carl's Jr. brand and increased sales and profitability. The
Company believes that certain elements of this business strategy can be used
successfully to improve the financial performance and revitalize the brands of
its recent acquisitions. Key elements of the Company's business strategy are as
follows:

Established, Differentiated Brand. The Company is committed to further
developing established restaurant brands that have a strong consumer identity in
regional markets and target a specific market niche. With over 40 years of
operation, Carl's Jr. is a distinct and identifiable brand and its Happy Star
logo is widely recognized in its core markets. Unlike many quick-service
restaurants which emphasize lower prices, Carl's Jr. restaurants focus on
offering customers a higher quality dining experience at a reasonable price. The
Company believes that Carl's Jr.'s superior food quality, generous portions,
broad menu and attentive customer service differentiate it from its competitors
and are critical to its success.

Maintain Efficient Operations. The Company believes its operating and
distribution systems, experienced restaurant-level management and strong
employee training programs are critical to its ability to achieve strong Carl's
Jr. restaurant-level margins. The Company has designed and implemented
restaurant managerial and operating procedures that enable it to control
expenses while improving food quality and customer service. The Carl's Jr.
distribution system takes advantage of volume purchasing of food and supplies
and provides system-wide consistency and economies of scale. To develop and
motivate its restaurant managers, the Company offers performance-based incentive
compensation and opportunities for advancement.

31
<PAGE> 32

Continue Dual-Branding Programs. The Company believes dual-branding
programs increase sales and customer counts by offering its customers an
additional distinct concept and a separate menu at a single restaurant location,
without requiring a substantial investment or significantly increasing operating
complexities. The Company believes that its dual-branding program with The Green
Burrito has attracted new customers while increasing the frequency of customer
visits at converted restaurants. The Company plans to aggressively continue the
conversion of Carl's Jr. restaurants to the Carl's Jr./Green Burrito concept and
is considering dual-branding certain of its recently acquired Taco Bueno
restaurants with other quick-service restaurant concepts.

Innovative Advertising. The Company is committed to aggressively promoting
and enhancing its brand awareness through innovative advertising. In early 1995,
the Company discontinued its value pricing strategy for Carl's Jr. and focused
its advertising programs on building the Carl's Jr. brand by emphasizing the key
differentiating attributes of its concept. Since the start of this innovative
advertising campaign, the Company has experienced five consecutive quarterly
increases in both Company-operated Carl's Jr. same-store sales and customer
transactions as compared to prior years.

Continue Development of Extensive Franchise System. The Company's
franchise strategy is to increase market penetration without increasing the
total capital required by the Company for development of new restaurants. The
Company has developed a strong Carl's Jr. franchise system by attracting
franchisees with experience in multi-unit restaurant operations and ensuring
that each franchisee adheres to the Company's high operating and quality
standards. The Company believes that the recent strong sales results in the
Carl's Jr. system will attract new franchisees and encourage existing
franchisees to open new restaurants. To support its franchisees, reduce food
costs and ensure consistent food quality, the Company operates a distribution
center that provides its Carl's Jr. franchisees with virtually all of their
primary food products and supplies. The Company is also considering franchising
certain of its recently acquired concepts.

GROWTH STRATEGY

The Company is currently pursuing a strategy of growth and expansion
through (i) increasing sales and profitability at its existing restaurants, (ii)
the opening of both Company-operated and franchised restaurants in existing and
new markets, and (iii) the acquisition of, or minority investments in, similar
concepts to create new avenues for growth.

Increasing Restaurant Sales and Profitability. The Company believes it can
increase consumer awareness, restaurant sales and profitability by continuing
its dual-branding strategy, completing its remodeling and image enhancement
programs and expanding its advertising and marketing program. The Company's
agreement with GB Foods provides for an aggregate of 200 dual-brand conversions
by July 2000 at a rate of 40 conversions per year. As of October 7, 1996, the
Company had converted 51 Company-operated Carl's Jr. restaurants to Carl's
Jr./Green Burrito dual-brand restaurants and the Company plans to convert up to
16 additional restaurants during the remainder of fiscal 1997 and up to 40
additional restaurants during fiscal 1998. During the 28-week period ended
August 12, 1996, post-conversion revenues in the 45 Company-operated restaurants
converted to Carl's Jr./Green Burrito dual-brand restaurants (including
restaurants converted during the period) were approximately 25% higher than
same-store sales in the comparable prior year period. The Company incurs
approximately $40,000 to $50,000 in equipment and signage costs in converting
its Carl Jr. restaurants to dual-brand restaurants. At the time of the
conversions of Carl's Jr. restaurants to Carl's Jr./Green Burrito dual-brand
restaurants, the Company intends to remodel such restaurants. See
"Business -- Carl's Jr. -- Green Burrito Development Agreement." The Company is
also considering dual-branding certain of its recently acquired Taco Bueno
restaurants with other quick-service restaurant concepts.

The Company is currently remodeling Company-operated Carl's Jr. restaurants
with a fresher, more contemporary look. As of October 7, 1996, the Company had
remodeled 124 of its Carl's Jr.

32
<PAGE> 33

restaurants and plans to remodel up to an additional 64 of its Carl's Jr.
restaurants during the remainder of fiscal 1997 and to complete the remodeling
of substantially all of its Company-operated Carl's Jr. restaurants by the end
of fiscal 1998. In accordance with the Company's franchise agreements, the
Company's franchisees will have until August 1999 to remodel their restaurants.
The Company is also in the process of enhancing the Taco Bueno brand image with
new signage and menu boards and is considering a more extensive remodeling
program.

The Company also plans to continue its advertising campaign with innovative
television commercials emphasizing the Carl's Jr. brand and its quality
products. Based upon the success of its advertising campaign, most of the
Company's franchisees have agreed to increase their contributions for marketing
and advertising, and the Company plans to partially match such contributions.

Opening New Restaurants. The Company intends to accelerate its expansion
program by opening new restaurants in both traditional, freestanding structures
and alternative formats. The Company has opened four new Carl's Jr. restaurants
during fiscal 1997 and presently anticipates that it will open up to 11 new
Carl's Jr. restaurants during the remainder of fiscal 1997 and up to 30 new
Carl's Jr. restaurants and up to seven new Taco Bueno restaurants during fiscal
1998. The Company's franchisees and licensees have opened seven new Carl's Jr.
restaurants during fiscal 1997, and the Company presently anticipates that its
franchisees and licensees will open up to 12 new Carl's Jr. restaurants during
the remainder of fiscal 1997 and up to 15 new Carl's Jr. restaurants during
fiscal 1998.

The Company believes that its existing core and developing markets offer
significant growth opportunity for both Company-operated and franchised
restaurant development. The Company's expansion strategy is designed to increase
market penetration and consumer awareness, thereby enabling the Company to take
advantage of operational and advertising efficiencies through restaurant
clustering within television markets. The Company believes that increases in
average restaurant sales can be achieved in those markets in which it can open
multiple restaurants. The Company will attempt to attract new qualified
franchisees and encourage existing franchisees to open additional restaurants,
and the Company will continue to co-develop markets with its franchisees. In
determining which new markets to develop, the Company considers many factors,
including the size of the market, demographic trends, competition, and real
estate availability and pricing.

Pursuing Complementary Acquisitions. The Company also seeks to enhance its
growth and expansion through selective acquisitions of, or minority investments
in, other restaurant concepts. When evaluating possible acquisitions and
investments, the Company identifies (i) similar concepts for conversion to
Carl's Jr. restaurants, (ii) underperforming brands that the Company believes
can be turned around by improving unit economics and reducing overhead and (iii)
restaurant concepts that the Company believes present the potential for an
additional growth vehicle. See "Risk Factors -- Risks Associated with
Acquisitions."

The Company intends to apply certain elements of its business strategy used
to improve the performance of its Carl's Jr. restaurants to its recent and
future acquisitions. In addition, the Company believes that its efficient
operating systems and established corporate infrastructure will enable it to
improve restaurant-level margins and eliminate redundant corporate functions at
companies which it acquires or in which it makes a significant investment.

CARL'S JR.

Concept. The Company believes that its Carl's Jr. restaurants' superior
food quality, diverse menu and attentive customer service differentiate the
Company from its competitors and are critical to its success. Unlike many
quick-service restaurants which emphasize lower prices, Carl's Jr. restaurants
focus on offering customers a higher quality dining experience at a reasonable
price. Carl's Jr. charbroiled hamburgers, chicken sandwiches and signature items
are generally made-to-order, meet exacting quality standards and are offered in
generous portions. Carl's Jr.'s

33
<PAGE> 34

diverse menu and all-you-can-eat salad bar appeal to a broad audience but remain
sufficiently limited to maintain both a distinct identity and operational
efficiencies. By providing partial table service, unlimited drink refills and an
attractive restaurant decor, Carl's Jr. restaurants offer a pleasant,
customer-friendly environment. The Company believes that its focus on customers
and customer service, superior food quality and generous portions enables the
Carl's Jr. restaurants to maintain a strong price-value image with its
customers.

Menu and Restaurant Design. Carl's Jr. restaurants offer a variety of
products that have a strong reputation for quality and taste. The Carl's Jr.
menu is relatively uniform throughout the chain and features several charbroiled
hamburgers and chicken sandwiches, including the Famous Big Star, Western Bacon
Cheeseburger(@), Super Star(@), Charbroiler Chicken Sandwiches(@) and the Crispy
Chicken Sandwiches. Other entrees include a fish sandwich, baked potatoes and
prepackaged salads. Side orders, such as french fries, onion rings and fried
zucchini, are also offered. Most restaurants also have a breakfast menu
including eggs, bacon, sausage, French Toast Dips(@), the Sunrise Sandwich(@)
and a breakfast burrito. In addition, the restaurants sell a variety of
promotional products on a limited basis. The Company was also among the first to
offer self-service salad bars and all-you-can-drink beverage bars.

Most Carl's Jr. restaurants are freestanding, ranging in size from 2,500 to
4,000 square feet, with a seating capacity of 65 to 115 persons and drive-thru
facilities. Some restaurants are located in shopping malls and other in-line
facilities. Currently, several building designs and floor plans are in use
system-wide, depending upon operational needs, local zoning requirements and
real estate availability.

The Company is currently remodeling its Carl's Jr. restaurants to provide
them with a fresh, contemporary look. Exterior improvements include brighter
colors, red awnings and a large, tilted Happy Star logo. The new interiors
feature the same fresh colors, food murals, display cases for salads and
desserts and accent lighting throughout the dining area. The Company believes
that its new restaurant design will further increase the consumer's awareness of
the Carl's Jr. brand.

Operations. The Company strives to maintain high standards in all
materials used by its restaurants, as well as the operations related to food
preparation, service and cleanliness. Hamburgers and chicken sandwiches at
Carl's Jr. restaurants are generally prepared or assembled after the customer
has placed an order and are served promptly. Hamburger patties and chicken
breasts are charbroiled in a gas-fired double broiler that sears the meat on
both sides. The meat is conveyed through the broiler automatically to maintain
uniform heating and cooking time.

Each Company-operated Carl's Jr. restaurant is operated by a manager who
has received nine to 13 weeks of management training. This training program
involves a combination of classroom instruction and on-the-job training in
specially designated training restaurants. Other restaurant employees are
trained by the restaurant manager in accordance with Company guidelines.
Restaurant managers are supervised by district managers, each of whom is
responsible for 11 to 14 restaurants. Approximately 35 district managers are
under the supervision of four regional vice presidents, all of whom regularly
inspect the operations in their respective districts and regions.

Distribution. The Company purchases most of the primary food products and
packaging supplies used in the Carl's Jr. restaurant system and warehouses and
distributes such items to both Company-operated and franchised Carl's Jr.
restaurants. Although not required to do so, substantially all of the Company's
Carl's Jr. franchisees purchase most of their supplies from the Company. The
Company is one of the few businesses in the quick-service restaurant industry
that has elected not to outsource all of its distribution activities. The
Company believes that its purchasing and distribution activities enable it to
provide better service to the Carl's Jr. restaurants than outsourcing such
activities to third parties who may serve several other quick-service
restaurants. The Company's purchasing and distribution activities also enable
the Company to provide adequate quantities of food and supplies at competitive
prices and to generate revenues from franchisees by adding a nominal mark-up to
cover the direct costs. The Company seeks competitive bids from suppliers on
many of its food products, approves suppliers of those products and requires
them to adhere to

34
<PAGE> 35

product specifications established by the Company. Whenever possible, the
Company negotiates sole source contracts for particular products which tend to
produce deeper discounts.

The Company operates a distribution center at its corporate headquarters in
Anaheim, California and a smaller distribution facility in Manteca, California.
The food products and supply items are distributed to Carl's Jr. restaurants,
generally twice a week, by refrigerated trucks leased and operated by the
Company.

Green Burrito Development Agreement. Dual-branding is an emerging concept
in the quick-service restaurant industry that allows a single restaurant to
offer consumers two distinct brand menus. In May 1995, the Company entered into
a five-year agreement with GB Foods, the operator and franchisor of The Green
Burrito quick-service Mexican food concept, to offer the Green Burrito as a
second brand menu at selected Carl's Jr. locations. The Company believes that
Green Burrito's position in the popular Mexican food segment and its dinner menu
orientation complement the Carl's Jr. menu. Customers of the Carl's Jr./Green
Burrito dual-brand restaurants are able to order items from both the Carl's Jr.
menu board and the Green Burrito menu board from the same counter and both menus
are available to customers utilizing the drive-thru. The Green Burrito menu
offered at the dual-brand restaurants features a broad range of traditional
Mexican food items, including burritos, tostadas, enchiladas, tacos and chile
rellenos. A variety of condiments such as jalapeno peppers, hot sauce and mild
and hot salsa are available at self-serve salsa bars so that customers can spice
and garnish their meals according to individual taste. The Company believes that
this dual-branding program has attracted new customers while increasing the
frequency of customer visits at converted restaurants.

In order to convert an existing Carl's Jr. restaurant to a Carl's Jr./Green
Burrito restaurant, the additional equipment necessary to offer the Green
Burrito menu is added to the Carl's Jr. restaurant, as well as new menu boards
and new signage, both inside and outside, indicating the offering of both
brands. In most cases, changes to the seating area or other parts of the
physical structure of the restaurant are unnecessary.

The Company's agreement with GB Foods provides for the conversion of 200
Carl's Jr. restaurants to Carl's Jr./Green Burrito dual-brand restaurants by
July 2000, at least 40 of which are required (subject to certain exceptions) to
be converted in successive 12 month periods during the term of the agreement.
The Company is required to pay an initial franchise fee for each store opened
and remit royalties on Green Burrito food sales to GB Foods. At the end of
fiscal 1996, the Company elected to sub-franchise, and recently began offering,
the Carl's Jr./Green Burrito dual-brand to its franchise community. The Company
presently anticipates that up to five franchised Carl's Jr. restaurants will be
converted to the Carl's Jr./Green Burrito concept during the remainder of fiscal
1997. The Company will receive a portion of the fee for each franchise
conversion and royalties from its franchisees' Green Burrito revenues.

Franchised and Licensed Operations. The Company's franchise strategy is
designed to further the development of the Carl's Jr. chain and reduce the total
capital required of the Company for development of new Carl's Jr. restaurants.
Franchise arrangements with Carl's Jr. franchisees, who operate in Arizona,
California, Nevada, Oregon and Utah, generally provide for initial fees and
continuing royalty payments to the Company based upon a percentage of sales.
Additionally, most franchisees purchase food, paper and other supplies from the
Company. Franchisees may also be obligated to remit lease payments for the use
of Company-owned or leased restaurant facilities. Under the terms of these
leases, franchisees are generally required to pay related occupancy costs, which
include maintenance, insurance and property taxes. The Company also plans to
continue to pursue non-traditional franchise development opportunities through
innovative formats, including gasoline stations, convenience stores and
institutional food service outlets.

The Company's franchising philosophy is such that only candidates with
appropriate experience are considered for the program. Specific net worth and
liquidity requirements must also be satisfied. Area development agreements
generally require franchisees to open a specified number of Carl's Jr.
restaurants in a designated geographic area within a specified time period.

35
<PAGE> 36

As of October 7, 1996, 255 Carl's Jr. restaurants were operated by the
Company's franchisees and licensees. The majority of the Company's franchisees
own more than one restaurant, with 13 franchisees owning seven or more
restaurants. The Company presently anticipates that its franchisees and
licensees will open up to 12 new Carl's Jr. restaurants during the remainder of
fiscal 1997 and up to 15 new Carl's Jr. restaurants during fiscal 1998.

To expand the Carl's Jr. presence internationally, the Company entered into
nine exclusive licensing agreements that allow the Carl's Jr. licensees to use
the Carl's Jr. name and trademarks and provide for initial fees and continuing
royalties based upon a percent of sales. In May 1995, the Company entered into a
joint venture agreement with its Malaysia-based licensee which provides for the
development of Carl's Jr. restaurants in the Pacific Rim. As of October 7, 1996,
there were 28 licensed restaurants in operation, most of which are located in
Mexico and the Pacific Rim. Royalties from the Company's licensing agreements
were not material in fiscal 1996 or in the 28-week period ended August 12, 1996.

Carl's Jr. Restaurant Locations. The following table sets forth the
locations of Company-operated and franchised and licensed Carl's Jr. restaurants
as of October 7, 1996:

<TABLE>
<CAPTION>
FRANCHISED
COMPANY-OPERATED OR LICENSED TOTAL
---------------- ----------- -----
<S> <C> <C> <C>
California................................... 389 160 549
Arizona...................................... 11 27 38
Nevada....................................... -- 27 27
Oregon....................................... 5 12 17
Washington................................... 1 -- 1
Utah......................................... -- 1 1
--- --- ---
Total United States..................... 406 227 633
--- --- ---
International................................ -- 28 28
--- --- ---
Total.............................. 406 255 661
=== === ===
</TABLE>

TACO BUENO

Casa Bonita currently owns and operates 108 Taco Bueno quick-service
Mexican restaurants located in Texas and Oklahoma. Taco Bueno seeks to
differentiate itself from its principal competitors by offering a broad menu
featuring generous portions of freshly prepared food items. In addition to
typical quick-service Mexican offerings, such as burritos, tacos, tostadas and
combination meals, Taco Bueno features a number of signature menu items such as
fresh salads and Mexican platters. Taco Bueno's Mexican platters include taco
and burrito platters, beef and chicken taco salads and nacho platters, which are
accompanied by rice, beans, freshly prepared guacamole and chips. The
restaurants also feature a salsa bar which includes sliced jalapenos, pico de
gallo, diced onions and hot sauce.

Taco Bueno restaurants generally feature a "Santa Fe/Pueblo" architecture
and exterior decor, which is designed to increase visibility and consumer
recognition, and generally range in size from 2,400 square feet to 3,200 square
feet. Restaurant interiors include wooden tables and chairs, booth seating,
stucco walls, warm colors and a southwestern theme, all of which are intended to
create a distinctive atmosphere.

The Company's strategy with respect to its Taco Bueno concept is to
increase its market share and competitive presence in existing markets. The
Company believes that the growing popularity of Mexican food and the relatively
few national or regional Mexican quick-service restaurant chains provide a
significant opportunity to expand the Taco Bueno concept within its core markets
in the areas of Dallas/Ft. Worth, Tulsa and Oklahoma City and to enter into new
markets. The Company currently plans to open up to seven new Taco Bueno
restaurants in its existing markets during fiscal

36
<PAGE> 37

1998. The Company may franchise the Taco Bueno concept and dual-brand Taco Bueno
with other quick-service restaurant concepts.

INVESTMENTS IN OTHER RESTAURANT CONCEPTS

The Company seeks to enhance its growth and expansion through the selective
acquisition of, or minority investments in, other restaurant concepts. The
following is a brief description of the Company's other recent investments and
acquisitions:

Rally's. The Company holds a minority interest in Rally's, which operates
and franchises the Rally's Hamburgers double drive-thru quick-service hamburger
restaurant concept. The Rally's system consists of approximately 480 restaurants
located in 19 states, primarily in the Midwest and the Sunbelt. As of October 7,
1996, the Company's investment in Rally's was $5.9 million. See "Risk
Factors -- Risks Associated with Minority Investments." The Company and Rally's
entered into an operating agreement, effective in July 1996, pursuant to which
the Company operates 28 Rally's-owned restaurants located in California and
Arizona. Pursuant to the terms of the operating agreement, Rally's retains
ownership of the assets of such restaurants and receives a percentage of the
restaurants' sales. One of the Rally's restaurants operated by the Company has
been converted into a Carl's Jr. "Jr." restaurant, which offers a limited Carl's
Jr. menu in a double drive-thru and walk-up service format. The Company is
considering the conversion of more of these Rally's restaurants to Carl's Jr.
"Jr." restaurants.

Summit. On July 15, 1996, the Company acquired Summit for a total purchase
price of $29.1 million, of which $17.7 million was paid in cash and the balance
was paid by the issuance of 501,388 shares of the Company's Common Stock. Summit
operates three restaurant concepts: JB's Restaurant, a family dining chain of 73
Company-operated and 24 franchised restaurants; 16 HomeTown Buffet restaurants,
which are operated by Summit as a franchisee of HomeTown Buffet, Inc.; and six
Galaxy Diners, a "50's style" casual theme restaurant. The Company is
considering selling or otherwise disposing of its JB's Restaurants and the
related franchise system, and currently intends to continue operating its
HomeTown Buffet and Galaxy Diner restaurants. See "Risk Factors -- Uncertainties
Relating to Recent Acquisitions," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Unaudited Pro Forma Combined
Condensed Financial Data."

Boston Market. In January 1994, the Company acquired from BCI the rights
to develop, own and operate up to 300 Boston Market stores throughout designated
markets in California. In early 1995, the Company revised its strategic plans
and decided to use its available resources to build the Carl's Jr. brand and
fund the expansion of its Carl's Jr. restaurants. As a result, the Company opted
for a more passive investment role and eliminated its control of Boston West.
During fiscal 1996, the Company contributed a majority of its existing Boston
Market restaurant assets to Boston West, which assumed the operations of all of
the Company's Boston Market stores and the Company's remaining obligations to
develop the additional Boston Market stores under the area development agreement
with BCI. As of October 7, 1996, Boston West operated 73 Boston Market stores
located in Southern California. As of August 12, 1996, the Company's investment
in Boston West was $21.9 million. See "Risk Factors -- Risks Associated with
Minority Investments."

COMPETITION

The food service industry is intensely competitive with respect to the
quality and value of food products offered, concept, service, price, dining
experience and location. The Company primarily competes with major restaurant
chains, some of which dominate the quick-service restaurant industry, and also
competes with a variety of other take-out food service companies and fast-food
restaurants. The Company's competitors also include a variety of mid-price,
full-service casual dining restaurants, health and nutrition-oriented
restaurants, delicatessens and prepared food stores, as well as supermarkets and
convenience stores. Many of the Company's competitors have substantially greater
financial, marketing and other resources than the Company, which may give them
certain competitive advantages. Certain of the major quick-service restaurant
chains have increasingly offered selected food items and combination meals at
discounted prices. In recent years, the

37
<PAGE> 38

Company's restaurant sales were adversely affected by aggressive promotions and
price reductions by its competitors. Future changes in the pricing or other
marketing strategies of one or more of the Company's competitors could have a
material adverse effect on the Company's financial condition and results of
operations. As the Company's competitors expand operations, competition can be
expected to intensify. Such increased competition could have a material adverse
effect on the Company's financial condition and results of operations. The
Company also faces competition from other quick-service operators, retail
chains, other companies and developers for desirable site locations, which may
adversely affect the cost, implementation and timing of the Company's expansion
plans.

The Company's 16 HomeTown Buffet restaurants are operated by Summit as a
franchisee of HomeTown Buffet, Inc. pursuant to the terms of a franchise and
exclusive area development agreement. The Company is currently engaged in legal
proceedings to retain the exclusive development rights thereunder. The Company's
inability to retain such rights in the designated territory could have an
adverse competitive impact on the Company's HomeTown Buffet operations.

TRADEMARKS AND SERVICE MARKS

The Company owns numerous trademarks and service marks. The Company has
registered many of those marks, including Carl's Jr.(R), the Happy Star(R) logo,
Taco Bueno(R) and proprietary names for a number of the Carl's Jr. and Taco
Bueno menu items, with the United States Patent and Trademark Office. The
Company believes that its trademarks and service marks have significant value
and play an important role in its marketing efforts.

GOVERNMENT REGULATION

The Company must comply with regulations adopted by the Federal Trade
Commission (the "FTC") and with several state laws that regulate the offer and
sale of franchises and the franchisor-franchisee relationship. The FTC's Trade
Regulation Rule on Franchising (the "FTC Rule") requires the Company to furnish
prospective franchisees with a franchise offering circular containing
information prescribed by the FTC Rule.

State laws that regulate the franchisor-franchisee relationship presently
exist in a number of states. These laws regulate the franchise relationship, for
example, by requiring the franchisor to deal with its franchisees in good faith,
by prohibiting interference with the right of free association among
franchisees, by regulating discrimination among franchisees with regard to
charges, royalties or fees, and by restricting the development of other
restaurants within certain prescribed distances from existing franchised
restaurants. Those laws also restrict a franchisor's rights with regard to the
termination of a franchise agreement (for example, by requiring "good cause" to
exist as a basis for the termination), by requiring the franchisor to give
advance notice to the franchisee of the termination and an opportunity to cure
any default, and by requiring the franchisor to repurchase the franchisee's
inventory or provide other compensation. To date, those laws have not precluded
the Company from seeking franchisees in any given area and have not had a
material adverse effect on the Company's operations.

Each of the Company's restaurants must comply with regulations adopted by
federal agencies and with licensing and other regulations enforced by state and
local health, sanitation, safety, fire and other departments. Difficulties or
failures in obtaining the required licenses or approvals can delay and sometimes
prevent the opening of a new restaurant. The Company's restaurants also must
comply with federal and state environmental regulations, but those regulations
have not had a material effect on their operations. More stringent and varied
requirements of local governmental bodies with respect to zoning, land use, and
environmental factors can delay and sometimes prevent development of new
restaurants and remodeling of existing restaurants in particular locations.

The owners of the Company's restaurants must comply with the Fair Labor
Standards Act and various federal and state laws governing employment matters,
such as minimum wages, overtime and

38
<PAGE> 39

other working conditions and citizenship requirements. Many of the Company's
employees are paid hourly rates related to the federal and state minimum wage
laws. Recent legislation increasing the federal minimum wage as of October 1,
1996 has resulted in higher labor costs to the Company and its franchisees. An
additional increase in the federal minimum wage will become effective in
September 1997 and there is an initiative on the California state ballot which,
if adopted, will increase the state minimum wage in California above the current
federal minimum wage. The Company anticipates that increases in the minimum wage
may be offset through pricing and other cost control efforts; however, there can
be no assurance that the Company or its franchisees will be able to pass such
additional costs on to customers in whole or in part. See "Risk Factors --
Government Regulation."

EMPLOYEES

As of October 7, 1996, the Company employed approximately 21,000 persons,
of whom approximately 19,500 were hourly restaurant, distribution or clerical
employees and the remainder were managerial, salaried employees engaged in
administrative and supervisory capacities. A majority of the hourly employees
are employed on a part-time basis to provide service necessary during peak
periods of restaurant operations. None of the Company's employees are currently
covered by a collective bargaining agreement. The Company has never experienced
a work stoppage attributable to labor disputes and believes its employee
relations are good.

PROPERTIES

Substantially all of the restaurants operated by the Company are located on
properties which are leased from others. In addition, the Company leases and
subleases certain properties to its franchisees. The terms of the Company's
leases or subleases generally range between three and 35 years and expire at
various dates through 2026. The expiration of these leases is not expected to
have a material impact on the Company's operations in any particular year as the
expiration dates are staggered over a number of years and many of the leases
contain renewal options.

The Company's corporate headquarters and primary distribution center,
located in Anaheim, California, are leased and contain approximately 78,000 and
102,000 square feet, respectively.

LEGAL PROCEEDINGS

The Company is from time to time the subject of complaints, threat letters
or litigation from guests alleging illness, injury or other food quality, health
or operational concerns. Adverse publicity resulting from such allegations may
materially adversely affect the Company and its restaurants, regardless of
whether such allegations are valid or whether the Company is liable. The Company
also is the subject of complaints or allegations from employees and franchisees
from time to time. The Company believes that the lawsuits, claims and other
legal matters to which it has become subject in the course of its business are
not material to the Company's financial condition or results of operations, but
an existing or future lawsuit or claim could result in an adverse decision
against the Company that could have a material adverse effect on the Company's
financial condition and results of operations.

39
<PAGE> 40

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------- --- ---------------------------------------------------
<S> <C> <C>
William P. Foley II...... 51 Chairman of the Board and Chief Executive Officer
C. Thomas Thompson....... 46 President and Chief Operating Officer
Rory J. Murphy........... 48 Executive Vice President, Restaurant Operations
Robert E. Wheaton........ 44 Executive Vice President, Finance
Richard C. Celio......... 45 Senior Vice President, Development
Loren C. Pannier......... 54 Senior Vice President, Investor Relations
Joseph N. Stein.......... 36 Senior Vice President, Chief Financial Officer
Robert W. Wisely......... 51 Senior Vice President, Marketing
Robert A. Wilson......... 36 Vice President, General Counsel and Secretary
Daniel D. Lane........... 62 Vice Chairman of the Board
Peter Churm(1)(2)........ 70 Director
Carl L. Karcher (2)...... 48 Director
W. Howard Lester......... 61 Director
Frank P. Willey(1)(2).... 43 Director
Carl N. Karcher.......... 79 Chairman Emeritus and Director
</TABLE>

- ---------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

William P. Foley II became Chief Executive Officer in October 1994,
Chairman of the Board of Directors in March 1994, and has served as a director
since December 1993. Since 1981, Mr. Foley has been Chairman of the Board,
President (until January 1995) and Chief Executive Officer of Fidelity, a
company engaged in title insurance and related services. Mr. Foley is also a
member of the Board of Directors of Micro General Corporation and Rally's.

C. Thomas Thompson was appointed President and Chief Operating Officer in
October 1994. Mr. Thompson has been a franchisee of the Company since 1984, and
currently operates 15 Carl's Jr. restaurants in the San Francisco Bay Area. Mr.
Thompson has more than 20 years of experience in the restaurant industry. He
previously held positions with Jack-in-the-Box and Pacific Fresh Restaurants, a
full-service restaurant chain in the Bay Area. Mr. Thompson is also a member of
the Board of Directors of Rally's.

Rory J. Murphy was appointed Executive Vice President, Restaurant
Operations in June 1996, and had served as Senior Vice President, Restaurant
Operations from February 1993 until June 1996. Mr. Murphy has been employed by
the Company in various positions for 17 years.

Robert E. Wheaton became Executive Vice President, Finance in January 1996.
Mr. Wheaton served as Vice President and Chief Financial Officer of Denny's,
Inc., a subsidiary of Flagstar Corporation, from April 1995 to January 1996.
From 1991 to 1995, Mr. Wheaton served as President and Chief Executive Officer,
and from 1989 to 1991 as Vice President and Chief Financial Officer, of The
Bekins Company.

Richard C. Celio was appointed Senior Vice President, Development in
February 1996. Mr. Celio joined the Company as Vice President, General Counsel
in January 1989 and was promoted to Senior Vice President in July 1995. Prior to
joining the Company, he was an attorney at law and partner of the law firm of
Holden, Fergus & Celio for seven years, a firm which provided various legal
services to, and acted as General Counsel for, the Company.

Loren C. Pannier was appointed Senior Vice President, Investor Relations in
September 1996 and served as Senior Vice President, Purchasing/Distribution from
January 1996 to September 1996. Mr. Pannier also served as Chief Financial
Officer of the Company from 1980 to May 1995. Mr. Pannier has been a Senior Vice
President since 1980 and he has been employed by the Company for 24 years.

40
<PAGE> 41

Joseph N. Stein was appointed Chief Financial Officer in May 1995. Mr.
Stein served as Senior Vice President and Director of National Agency Operations
of Fidelity National Title Insurance Company from April 1990 to May 1995 and as
a Certified Public Accountant with KPMG Peat Marwick LLP from July 1985 to April
1990.

Robert W. Wisely has been Senior Vice President, Marketing since January
1995. Mr. Wisely has been a franchisee of the Company since 1990. Prior to 1990,
Mr. Wisely served as Senior Vice President, Marketing from 1985 to 1990 and as
Group Vice President, Marketing from 1974 to 1979.

Robert A. Wilson became Vice President, General Counsel and Secretary in
February 1996. Mr. Wilson served as Senior Litigation Counsel of Fidelity
National Title Insurance Company from August 1995 to February 1996 and as an
attorney at law with Stradling, Yocca, Carlson & Rauth from October 1987 to
March 1994 and from January 1995 to August 1995. From March 1994 to January
1995, Mr. Wilson served as General Counsel for Orchids Paper Products Company.

Daniel D. Lane has been a director of the Company since 1993 and became
Vice Chairman of the Board in October 1994. Since February 1983, he has been a
principal, Chairman and Chief Executive Officer of Lane/Kuhn Pacific, Inc., a
real estate development company. Mr. Lane is also a director of Fidelity and
Resort Income Investors, Inc.

Peter Churm was elected as a director of the Company in 1979. He was also
Chairman of the Board of Furon Company, a publicly held diversified
manufacturing company, from May 1980 through February 1992 and was President of
that company for more than 16 years. Since February 1992, he has been Chairman
Emeritus and a member of the Board of Directors of Furon Company. Mr. Churm is
also a director of Diedrich Coffee, Inc.

Carl L. Karcher is the President of the CLK, Inc., a franchisee of the
Company. Mr. Karcher has been a franchisee of the Company since May 1985. For
more than 17 years prior to that time, Mr. Karcher was employed by the Company
in several capacities, including Vice President, Manufacturing and Distribution.
Mr. Karcher first became a director in May 1992. Carl L. Karcher is Carl N.
Karcher's son.

W. Howard Lester was elected as a director of the Company in January 1996.
Mr. Lester became Chief Executive Officer of Williams-Sonoma, Inc., a retailer
of kitchen and cooking supplies and equipment, in 1978 and Chairman of its Board
in 1986. Mr. Lester also serves as a director of The Good Guys, Inc. and
Harold's Stores, Inc.

Frank P. Willey was elected as a director of the Company in June 1994. He
has served as President of Fidelity National Financial, Inc. since January 1995,
and as a director and Executive Vice President of Fidelity since February 1984.
Mr. Willey was General Counsel of Fidelity from 1984 to January 1995. Mr. Willey
also serves as a director of Southern Pacific Funding Corporation and Ugly
Duckling Corporation.

Carl N. Karcher, the Company's founder, purchased his first hot dog stand
on July 17, 1941 and has been developing the Company's concepts since that time.
He first became a director of the Company in 1966. He has served as Chairman
Emeritus since January 1994. He was Chairman of the Board of the Company until
October 1993, and served as Chief Executive Officer until December 1992. Prior
to 1980, he was President of the Company. Carl N. Karcher is Carl L. Karcher's
father.

The Company's Board of Directors is divided into three classes, each class
serving for a period of three years. The terms of Messrs. Foley, Carl N. Karcher
and Lester will expire at the Company's 1997 Annual Meeting of Stockholders. The
terms of Messrs. Carl L. Karcher and Willey will expire at the Company's 1998
Annual Meeting of Stockholders. The terms of Messrs. Churm and Lane will expire
at the Company's 1999 Annual Meeting of Stockholders.

41
<PAGE> 42

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, Alex.
Brown & Sons Incorporated, Robertson, Stephens & Company LLC and Equitable
Securities Corporation (the "Underwriters") have severally agreed to purchase
from the Company the following respective numbers of shares of Common Stock at
the public offering price less the underwriting discounts and commissions set
forth on the cover page of this Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- --------------------------------------------------------------------------------- ---------
<S> <C>
Alex. Brown & Sons Incorporated.................................................. 833,334
Robertson, Stephens & Company LLC................................................ 833,333
Equitable Securities Corporation................................................. 833,333
---------
Total............................................................................ 2,500,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all shares of the Common Stock offered hereby if any
of such shares are purchased.

The Company has been advised by the Underwriters that they propose to offer
the shares of Common Stock to the public at the public offering price set forth
on the cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $0.80 per share. The Underwriters may allow, and
such dealers may reallow, a concession not in excess of $0.10 per share to
certain other dealers. After the public offering, the offering price and other
selling terms may be changed by the Underwriters.

The Company has granted to the Underwriters an option, exercisable not
later than 30 days after the date of this Prospectus, to purchase up to 375,000
additional shares of Common Stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased by
it shown in the above table bears to 2,500,000, and the Company will be
obligated, pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of Common Stock offered hereby. If purchased, the
Underwriters will offer such additional shares on the same terms as those on
which the 2,500,000 shares are being offered.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

The Company has agreed that, for a period of 90 days after the date of this
Prospectus, it will not, without the prior written consent of Alex. Brown & Sons
Incorporated, directly or indirectly, offer, sell, sell short, or otherwise
dispose of any shares of Common Stock or other securities convertible into or
exchangeable or exercisable for shares of Common Stock or derivative of Common
Stock, subject to certain limited exceptions. In addition, the Company's
directors and officers and the holders of five percent or more of the Company's
Common Stock have agreed that, for a period of 90 days after the date of this
Prospectus, they will not, without the prior written consent of Alex. Brown &
Sons Incorporated, directly or indirectly sell, sell short, offer, pledge,
contract to sell or grant any option to purchase or otherwise dispose of or
transfer any shares of Common Stock, or securities convertible into or
exchangeable or exercisable for Common Stock, including stock options, owned by
them (an aggregate of approximately 5.6 million shares as of October 7, 1996).
Alex. Brown & Sons Incorporated, at any time and without notice, may release all
or any part of the shares from these restrictions.

42
<PAGE> 43

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Newport Beach, California. Certain legal matters in connection with
the offering will be passed upon for the Underwriters by Orrick, Herrington &
Sutcliffe LLP, San Francisco, California.

EXPERTS

The consolidated financial statements of CKE Restaurants, Inc. and its
subsidiaries as of January 31, 1995 and 1996, and for each of the years in the
three-year period ended January 31, 1996, have been included herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Summit Family Restaurants Inc. and
its subsidiaries as of September 26, 1994 and September 25, 1995, and for each
of the years in the three-year period ended September 25, 1995, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

The consolidated financial statements of Casa Bonita Incorporated and its
subsidiaries as of April 3, 1995 and April 1, 1996, and for each of the years in
the two-year period ended April 1, 1996, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and the following regional offices of the Commission: New York
Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048;
and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661-2511. Copies of such material can also be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of prescribed rates. The Commission
maintains a Web site at http:\\www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, such as the
Company, that file electronically with the Commission. Copies of such reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.

43
<PAGE> 44

This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended. This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the rules
and regulations of the Commission. Reference is hereby made to the Registration
Statement for further information with respect to the Company and the securities
offered hereby. Copies of the Registration Statement are on file at the offices
of the Commission and may be obtained upon payment of the prescribed fee or may
be examined without charge at the public reference facilities of the Commission
described above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1996; (ii) the Company's
Quarterly Reports on Form 10-Q for the quarters ended May 20, 1996 and August
12, 1996; (iii) the Company's Current Reports on Form 8-K dated April 3, 1996,
June 12, 1996, July 15, 1996, August 20, 1996, August 27, 1996 and October 1,
1996; and (iv) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated April 6, 1994, including any
amendment or report filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock made hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the respective dates of filing such documents.

Any statement or information contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in an amendment or supplement hereto or in any subsequently filed document
that also is or is deemed to be incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide, without charge, to each person to whom a
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents referred to above that have been
incorporated in this Prospectus by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
the documents that are incorporated herein). Requests for such copies should be
directed to: Robert A. Wilson, Esq., Vice President and General Counsel, CKE
Restaurants, Inc., 1200 North Harbor Boulevard, Anaheim, California 92801,
telephone (714) 774-5796.
------------------

Carl's Jr.(R), the Happy Star(R) logo, Taco Bueno(R) and proprietary names
for a number of the Carl's Jr. menu items described herein are registered
trademarks of the Company. The Green Burrito(R) is a registered trademark of GB
Foods.

44
<PAGE> 45

CKE RESTAURANTS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report......................................................... F-2
Consolidated Balance Sheets as of January 31, 1995 and 1996.......................... F-3
Consolidated Statements of Income for the years ended January 31, 1994, 1995 and
1996............................................................................... F-4
Consolidated Statements of Stockholders' Equity for the years ended January 31, 1994,
1995 and 1996...................................................................... F-5
Consolidated Statements of Cash Flows for the years ended January 31, 1994,
1995 and 1996...................................................................... F-6
Notes to Consolidated Financial Statements........................................... F-7
Consolidated Balance Sheets as of January 31, 1996 and August 12, 1996 (Unaudited)... F-24
Consolidated Statements of Income for the twenty-eight weeks ended
August 14, 1995 and August 12, 1996 (Unaudited).................................... F-25
Consolidated Statements of Cash Flows for the twenty-eight weeks ended
August 14, 1995 and August 12, 1996 (Unaudited).................................... F-26
Condensed Notes to Consolidated Financial Statements (Unaudited)..................... F-28
</TABLE>

F-1
<PAGE> 46

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
CKE Restaurants, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of CKE
Restaurants, Inc. and subsidiaries as of January 31, 1995 and 1996, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the years in the three-year period ended January 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CKE
Restaurants, Inc. and subsidiaries as of January 31, 1995 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended January 31, 1996 in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Orange County, California
March 19, 1996, except as to
Note 21 to the consolidated
financial statements which is
as of July 15, 1996

F-2
<PAGE> 47

CKE RESTAURANTS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JANUARY 31,
---------------------
1995 1996
-------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................ $ 15,174 $ 23,429
Marketable securities............................................ 3,088 2,510
Accounts receivable.............................................. 12,411 8,009
Related party receivables........................................ 1,509 977
Inventories...................................................... 5,950 6,132
Deferred income taxes, net....................................... 12,254 10,056
Other current assets and prepaid expenses........................ 6,438 5,656
-------- --------
Total current assets..................................... 56,824 56,769
Property and equipment, net........................................ 133,248 127,346
Property under capital leases, net................................. 30,515 28,399
Long-term investments.............................................. -- 19,814
Notes receivable................................................... 13,139 7,236
Related party notes receivable..................................... 2,109 969
Other assets....................................................... 8,526 6,226
-------- --------
$244,361 $246,759
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt................................ $ 8,168 $ 8,575
Current portion of capital lease obligations..................... 3,581 3,745
Accounts payable................................................. 29,754 15,824
Other current liabilities........................................ 30,065 33,173
-------- --------
Total current liabilities................................ 71,568 61,317
-------- --------
Long-term debt..................................................... 27,178 30,321
Capital lease obligations.......................................... 42,691 40,233
Other long-term liabilities........................................ 14,450 13,699
Stockholders' equity:
Preferred stock, $.01 par value; authorized 5,000,000 shares;
none issued or outstanding.................................... -- --
Common stock, $.01 par value; authorized 50,000,000 shares;
issued and outstanding 18,845,138 shares and 19,200,141
shares........................................................ 188 192
Additional paid-in capital....................................... 35,119 38,713
Retained earnings................................................ 57,725 67,393
Treasury stock, at cost; 590,000 shares and 670,300 shares....... (4,558) (5,109)
-------- --------
Total stockholders' equity............................... 88,474 101,189
-------- --------
$244,361 $246,759
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 48

CKE RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY 31,
----------------------------------
1994 1995 1996
-------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
Revenues:
Company-operated restaurants........................ $384,859 $370,045 $393,486
Franchised and licensed restaurants................. 78,635 73,702 71,951
-------- -------- --------
Total revenues.............................. 463,494 443,747 465,437
-------- -------- --------
Operating costs and expenses:
Company-operated restaurants:
Food and packaging............................... 115,444 111,985 121,029
Payroll and other employee benefits.............. 118,774 112,177 109,942
Occupancy and other operating expenses........... 84,890 82,172 82,095
-------- -------- --------
319,108 306,334 313,066
Franchised and licensed restaurants................. 73,552 69,871 68,839
Advertising expenses................................ 19,104 20,148 19,940
General and administrative expenses................. 41,222 38,792 37,857
-------- -------- --------
Total operating costs and expenses.......... 452,986 435,145 439,702
-------- -------- --------
Operating income...................................... 10,508 8,602 25,735
Interest expense...................................... (10,387) (9,202) (10,004)
Other income, net..................................... 6,148 2,998 2,222
-------- -------- --------
Income before income taxes and cumulative effect of
change in accounting principle...................... 6,269 2,398 17,953
Income tax expense.................................... 1,836 1,134 7,001
-------- -------- --------
Income before cumulative effect of
change in accounting principle...................... 4,433 1,264 10,952
Cumulative effect of change in accounting principle
(net of income tax benefit of $512)................. (768) -- --
-------- -------- --------
Net income.................................. $ 3,665 $ 1,264 $ 10,952
======== ======== ========
Net income per common and common equivalent share:
Income before cumulative effect of change in
accounting principle............................. $ .24 $ .07 $ .59
Cumulative effect of change in accounting
principle........................................ (.04) -- --
-------- -------- --------
Net income.................................. $ .20 $ .07 $ .59
======== ======== ========
Common and common equivalent shares used in computing
per share amounts................................... 18,567 18,717 18,679
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 49

CKE RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK
------------------ ------------------- ADDITIONAL TOTAL
NUMBER OF NUMBER OF PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS EQUITY
--------- ------ --------- ------- ---------- -------- ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 31, 1993... 18,091 $181 -- $ -- $28,612 $55,939 $ 84,732
Cash dividends ($.08 per
share)................... -- -- -- -- -- (1,456) (1,456)
Exercise of stock options... 646 6 -- -- 4,351 -- 4,357
Tax benefit associated with
exercise of stock
options.................. -- -- -- -- 1,191 -- 1,191
Remeasurement of stock
options.................. -- -- -- -- 9 -- 9
Repurchase and retirement of
shares................... (60) (1) -- -- (421) -- (422)
Net income.................. -- -- -- -- -- 3,665 3,665
------- ---- ---- ------- ------- ------- --------
Balance at January 31, 1994... 18,677 186 -- -- 33,742 58,148 92,076
Cash dividends ($.08 per
share)................... -- -- -- -- -- (1,499) (1,499)
Exercise of stock options... 168 2 -- -- 1,097 -- 1,099
Tax benefit associated with
exercise of stock
options.................. -- -- -- -- 280 -- 280
Purchase of treasury
shares................... -- -- 590 (4,558) -- -- (4,558)
Net unrealized loss on
investment securities.... -- -- -- -- -- (188) (188)
Net income.................. -- -- -- -- -- 1,264 1,264
------- ---- ---- ------- ------- ------- --------
Balance at January 31, 1995... 18,845 188 590 (4,558) 35,119 57,725 88,474
Cash dividends ($.08 per
share)................... -- -- -- -- -- (1,460) (1,460)
Exercise of stock options... 355 4 -- -- 2,746 -- 2,750
Tax benefit associated with
exercise of stock
options.................. -- -- -- -- 848 -- 848
Purchase of treasury
shares................... -- -- 80 (551) -- -- (551)
Net unrealized gain on
investment securities.... -- -- -- -- -- 176 176
Net income.................. -- -- -- -- -- 10,952 10,952
------- ---- ---- ------- ------- ------- --------
Balance at January 31, 1996... 19,200 $192 670 $(5,109) $38,713 $67,393 $101,189
======= ==== ==== ======= ======= ======= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 50

CKE RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY 31,
------------------------------------
1994 1995 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Net cash flows from operating activities:
Net income......................................................... $ 3,665 $ 1,264 $ 10,952
Adjustments to reconcile net income to net cash provided by
operating activities:
Noncash franchise (revenue) expense.............................. (151) 170 209
Depreciation and amortization.................................... 22,842 22,755 21,372
Settlement of notes receivable................................... -- -- (1,292)
Arbitration judgment............................................. 3,000 -- --
Loss on sale of property and equipment and capital leases........ 613 2,118 1,828
Reversal of certain lease subsidy reserves....................... -- (2,680) --
Loss on long-term investments.................................... -- -- 1,898
Write-off of accounts and notes receivable....................... 406 -- --
Write-down of marketable securities.............................. 213 -- --
Net noncash investment income.................................... (63) (25) (851)
Deferred income taxes............................................ (1,675) 3,434 2,198
Post-employment benefits......................................... 1,668 -- --
Cumulative effect of change in accounting principle.............. 768 -- --
Net change in marketable securities reserve...................... (479) -- --
Net change in receivables, inventories and other current
assets......................................................... 4,257 (4,329) 256
Net change in other assets....................................... (2,699) (1,119) (463)
Net change in accounts payable and other current liabilities..... (4,617) (133) 1,672
-------- -------- --------
Net cash provided by operating activities................... 27,748 21,455 37,779
-------- -------- --------
Cash flows from investing activities:
Sale of or reimbursement on restaurant property to be sold and
leased back...................................................... 487 -- --
Purchases of:
Marketable securities............................................ (12,722) (3,549) (921)
Property and equipment........................................... (13,865) (40,010) (27,148)
Long-term investments............................................ -- -- (1,670)
Proceeds from sale of:
Marketable securities............................................ 30,177 15,994 1,662
Property and equipment........................................... 490 110 905
Long-term investments............................................ -- -- 310
Collections on leases receivable................................... 129 148 164
Increases in notes receivable and related party notes receivable... -- (1,985) (2,640)
Collections on and sale of notes receivable and related party notes
receivable....................................................... 4,824 2,293 9,736
-------- -------- --------
Net cash provided by (used in) investing activities......... 9,520 (26,999) (19,602)
-------- -------- --------
Cash flows from financing activities:
Net change in bank overdraft....................................... 170 10,203 (11,477)
Net change in obligations secured by marketable securities and
long-term investments............................................ (2,422) -- --
Short-term borrowings.............................................. 15,150 32,806 57,060
Repayments of short-term debt...................................... (33,250) (13,981) (57,060)
Long-term borrowings............................................... -- -- 14,573
Repayments of long-term debt....................................... (11,488) (14,771) (11,149)
Repayments of capital lease obligations............................ (2,650) (2,878) (3,129)
Net change in other long-term liabilities.......................... (887) (3,076) (327)
Repurchase and retirement of common stock.......................... (422) -- --
Purchase of treasury stock......................................... -- (4,558) (551)
Payment of dividends............................................... (1,456) (1,499) (1,460)
Exercise of stock options.......................................... 4,366 1,099 2,750
Tax benefit associated with the exercise of stock options.......... 1,191 280 848
-------- -------- --------
Net cash provided by (used in) financing activities......... (31,698) 3,625 (9,922)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents... $ 5,570 $ (1,919) $ 8,255
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 51

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

A summary of certain significant accounting policies not disclosed
elsewhere in the footnotes to the consolidated financial statements is set forth
below.

Basis of Presentation and Fiscal Year

In June 1994, a plan of reorganization and merger (the "Merger") was
approved by the stockholders of Carl Karcher Enterprises, Inc. ("Enterprises"),
whereby Enterprises, the predecessor entity of the Company that was a publicly
held corporation, and Boston Pacific, Inc. ("Boston Pacific") became
wholly-owned subsidiaries of CKE Restaurants, Inc. ("CKE" and, collectively with
its subsidiaries, the "Company"), a Delaware corporation organized during fiscal
1995. Since Boston Pacific began its start-up operations in February 1994 and
the Company did not commence its operations until June 1994, the accompanying
consolidated financial statements for fiscal 1994 were comprised solely of the
results of operations and financial condition of Enterprises.

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions are
eliminated. The Company's fiscal year is 52 or 53 weeks, ending the last Monday
in January each year. Fiscal years 1996 and 1995 each included 52 weeks of
operations and fiscal year 1994 included 53 weeks of operations. For clarity of
presentation, the Company has described all years presented as if the fiscal
year ended January 31.

Nature of Operations

The Company is engaged primarily in the food service industry. Enterprises
operates, franchises and licenses the Carl's Jr. quick-service restaurant
concept, primarily in the Western United States, Mexico and the Pacific Rim. The
Carl's Jr. menu is relatively uniform throughout the chain and features several
charbroiled hamburgers and chicken sandwiches, including the Famous Big Star,
Western Bacon Cheeseburger(R), Super Star(R) and Charbroiler Chicken
Sandwiches(R). Boston Pacific holds a minority interest in Boston West, L.L.C.
("Boston West"), which owns and operates Boston Market stores in Southern
California as a franchisee of Boston Chicken, Inc. ("BCI"). Boston Market stores
primarily feature rotisserie-roasted chicken, breast of turkey, double-glazed
baked ham and double-sauced meatloaf.

Cash Equivalents

For purposes of reporting cash flows, highly liquid investments purchased
with original maturities of three months or less are considered cash
equivalents. The carrying amounts reported in the consolidated balance sheets
for these instruments approximate their fair value.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or
market.

Deferred Pre-opening Costs

Deferred pre-opening costs consist of the direct and incremental costs
associated with the opening of restaurants or stores and are deferred and
amortized over the first year they are in operation. Such costs include uniforms
and promotional costs related to the grand opening of each new location.
Additionally, these costs include initial food, beverage, supply and direct
labor costs associated with the testing of all equipment and recipes, and the
simulation of other operational procedures shortly before a restaurant or store
opens.

Deferred pre-opening costs also include, if significant, the cost of
required training classes for new managers, assistant managers and regional
managers; airfare and lodging related to this training; and the salaries of
these individuals during their training classes. Such costs, including training,
were not significant in fiscal years 1996 and 1994. These costs were more
significant in fiscal 1995 since there was not an existing employee base from
which to hire Boston Market store management and the training related to the
opening of Boston Market stores was conducted outside of California.

F-7
<PAGE> 52

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Investment in Joint Venture

In fiscal 1994, the Company entered into a joint venture agreement with a
Mexican company to operate a Carl's Jr. restaurant in Baja California. The
Company owns a 50% interest in this joint venture. In fiscal 1996, the Company
entered into a joint venture agreement, in which the Company has a 30% interest,
with one of its licensees to operate 130 Carl's Jr. restaurants in 16 Asian
countries over the next five years. Both joint venture agreements, which are
accounted for by the equity method, are not considered material to the Company's
financial statements.

Depreciation and Amortization

Property and equipment are recorded at cost, less depreciation and
amortization. Depreciation is computed using the straight-line method based on
the assets' estimated useful lives, which range from three to thirty-five years.
Leasehold improvements and the cost of business in excess of net assets at
acquisition are amortized on a straight-line basis over the lesser of the
estimated useful lives of the assets or the related lease terms. The Company
assesses the recoverability of cost of business in excess of net assets at
acquisition by determining whether the amortization of the balance over its
remaining life can be recovered through projected undiscounted future cash
flows.

Advertising

Production costs of commercials and programming are charged to operations
in the fiscal year first aired. The costs of other advertising, promotion and
marketing programs are charged to operations in the fiscal year incurred.

Income Taxes

The Company accounts for income taxes under the provision of Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes." Under this
method, income tax assets and liabilities are recognized using enacted tax rates
for the expected future tax consequences attributable to temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. A change in tax rates is recognized
in income in the period that includes the enactment date.

Estimations

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Earnings per Share

Earnings per share is computed based on the weighted average number of
common shares outstanding during the year, after consideration of the dilutive
effect of outstanding stock options. For all years presented, primary earnings
per share approximate fully diluted earnings per share.

Reclassifications

Certain prior year amounts in the accompanying financial statements have
been reclassified to conform with the fiscal 1996 presentation.

F-8
<PAGE> 53

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2 -- LONG-TERM INVESTMENTS

In January 1994, the Company acquired from BCI the rights to develop, own
and operate up to 300 Boston Market stores throughout designated markets in
California. Boston Pacific was formed during fiscal 1995 to conduct the
Company's Boston Market franchise operations. The Company's obligation under the
terms of this agreement included opening 20 Boston Market stores during fiscal
1995, followed by an additional 40 to 50 stores per year during the next four
years, for an aggregate of 200 stores by January 1999. This agreement also
contained an option to develop an additional 100 stores under certain
conditions.

In April 1995, the Company's overall strategic plans were revised and the
Company determined that its available cash should be used to fund the expansion
and image enhancement of its Carl's Jr. restaurants. As such, management
determined it would opt for a more passive investment role and eliminate its
control and significant influence in the Boston Market concept. The Company
formed a new privately owned company, Boston West, which assumed the operations
of all of the Company's 25 existing Boston Market stores and agreed to fulfill
the Company's remaining obligation to develop an additional 175 Boston Market
stores under its January 1994 area development agreement with BCI. In connection
with this transaction, the Company received preferred units and all the
outstanding common equity units in Boston West, for a cost of approximately
$19.7 million and $620,000, respectively, in exchange for a majority of its
existing Boston Market restaurant assets.

The Company is entitled to receive dividends on its preferred units at
rates ranging from 8.6% to 9.0%. The dividends earned through June 1997 will be
paid in cash upon conversion of the Company's preferred units into common equity
units. In addition, this transaction provided for the leasing of approximately
$12.0 million of equipment and real property retained by the Company to Boston
West at current market rates. An affiliate of BCI has an option to purchase all
the equipment and real property leased by the Company to Boston West. BCI agreed
to lend Boston West, over time, up to $63.8 million as part of this transaction.
This loan is convertible to common equity units in Boston West, at BCI's option,
at 115% of the original equity price. In addition, pursuant to this agreement,
the Company has an option to co-fund, along with BCI loan proceeds, the capital
requirements of Boston West up to a maximum of $15.0 million, of which the
Company has funded approximately $1.7 million as of January 31, 1996 through the
purchase of additional preferred units. The $15.0 million may be funded, in
part, by proceeds of the purchase option in the equipment and real property
leases when and if they are exercised.

On May 30, 1995, Boston West issued an additional $2.5 million of common
equity units to an independent investor group in return for cash and certain
notes receivable, which are secured by $1.2 million of Boston West common equity
units. As of this date, the Company ceased consolidating the operations of
Boston West into its financial statements and commenced realizing a pro-rata
share of the losses of its minority interest in Boston West.

On September 12, 1995, Boston West formally agreed to repurchase one half
of the Company's outstanding common equity units in Boston West, at a purchase
price of $10.00 per unit, or $310,000. As of this date, the Company began
accounting for its minority interest in Boston West using the cost method of
accounting for investments.

As of January 31, 1996, the Company's total long-term investment in Boston
West was $19.8 million, which approximates fair value. The Company's estimate of
fair value of its long-term investment was based on a number of factors
including, the discounted future cash flows of Boston West and the present value
of expected future preferred dividend distributions. A total of 54 Boston Market
stores were opened under the area development agreement with BCI as of fiscal
year end.

Subsequent to year end, an affiliate of BCI exercised its option to
purchase a portion of the real property leased by the Company to Boston West.
The Company received $2.5 million in cash and $2.5 million in additional
preferred units in exchange for the real property. In March 1996, the Company's
Board of Directors elected to cease participation in the option to co-fund the
capital requirements of Boston West. With the amounts co-funded to date and the
potential exercise of the purchase option in the equipment and the remaining
real property, the Company's minority interest

F-9
<PAGE> 54

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

in Boston West may be increased to up to approximately 33% upon conversion of
the preferred units.

NOTE 3 -- MARKETABLE SECURITIES

The Company accounts for its marketable securities under the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."

Under this method, the Company's marketable securities are categorized as
available-for-sale, and as a result are stated at fair value. Unrealized holding
gains and losses are included as a component of stockholders' equity until
realized. Fair values are based on quoted market prices where available. For
marketable securities not actively traded, fair values are estimated using
values obtained from independent sources.

Marketable securities consist primarily of holdings in investment-grade
preferred stock and debt securities in a variety of industries. The fair value
and cost of marketable securities, classified as current assets, are as follows:

<TABLE>
<CAPTION>
1995 1996
----------------- -----------------
FAIR FAIR
VALUE COST VALUE COST
------ ------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Adjustable rate preferred stock.............. $ 503 $ 536 $ 193 $ 225
Fixed rate preferred stock................... 1,510 1,921 1,633 1,891
Debt securities.............................. 763 763 563 462
Mutual funds and common stock................ 312 372 121 276
------ ------ ------ ------
$3,088 $3,592 $2,510 $2,854
====== ====== ====== ======
</TABLE>

Gross unrealized holding gains and unrealized holding (losses) as of
January 31, 1995 were $41,000 and $(545,000), respectively, and, as of January
31, 1996, were $144,000 and $(488,000), respectively.

Dividend income is recorded on the ex-dividend date and interest income is
recorded as earned. Securities transactions are accounted for on the trade date,
or the date the order to buy or sell is executed. Realized gains and losses from
securities transactions are determined on a specific identification basis.

NOTE 4 -- ACCOUNTS RECEIVABLE

Details of accounts receivable are as follows:

<TABLE>
<CAPTION>
1995 1996
------- ------
(IN THOUSANDS)
<S> <C> <C>
Accounts receivable:
Trade receivables......................................... $ 3,961 $3,232
Income tax receivable..................................... 5,171 3,231
Notes receivable, current................................. 3,062 594
Dividend receivable....................................... -- 714
Other..................................................... 217 238
------- ------
$12,411 $8,009
======= ======
</TABLE>

F-10
<PAGE> 55

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE 1995 1996
----------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Land............................................ $ 25,621 $ 27,891
Leasehold improvements.......................... 4-25 years 92,421 96,243
Buildings and improvements...................... 7-35 years 35,064 29,038
Equipment, furniture and fixtures............... 3-10 years 124,735 128,670
-------- --------
277,841 281,842
Less: Accumulated depreciation and
amortization.................................. 144,593 154,496
-------- --------
$133,248 $127,346
======== ========
</TABLE>

Provision is made for an impairment loss if the Company determines that the
carrying amount of a real estate asset may not be recoverable. Management
evaluates current and anticipated market conditions of the respective properties
to determine if an impairment loss has occurred. Losses are recognized when the
carrying value of these assets exceeds the total estimated undiscounted cash
flows expected to be generated over the assets' estimated life. The impairment
loss for all years presented is not considered material.

NOTE 6 -- LEASES

The Company occupies land and buildings under terms of numerous lease
agreements expiring on various dates through 2026. Many of these leases provide
for future rent escalations and renewal options. In addition, contingent
rentals, determined as a percentage of sales in excess of specified levels, are
often stipulated. Most of these leases obligate the Company to pay costs of
maintenance, insurance and property taxes.

Property under capital leases is comprised of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Buildings.................................................. $65,017 $64,186
Less: Accumulated amortization............................. 34,502 35,787
------- -------
$30,515 $28,399
======= =======
</TABLE>

Amortization is calculated on the straight-line basis over the shorter of
the lease term or estimated useful lives of the assets.

F-11
<PAGE> 56

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Minimum lease payments for all leases and the present value of net minimum
lease payments for capital leases as of January 31, 1996 are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
------- ---------
(IN THOUSANDS)
<S> <C> <C>
Fiscal Year
1997........................................................ $ 8,533 $ 29,262
1998........................................................ 8,217 28,333
1999........................................................ 7,925 27,458
2000........................................................ 7,446 25,894
2001........................................................ 7,194 23,846
Thereafter.................................................. 42,161 197,571
------- --------
Total minimum lease payments.................................. $81,476 $ 332,364
========
Less: Amount representing interest............................ 37,498
-------
Present value of minimum lease payments....................... 43,978
Less: Current portion......................................... 3,745
-------
Capital lease obligations, excluding current portion.......... $40,233
=======
</TABLE>

Total minimum lease payments have not been reduced by minimum sublease
rentals of $41.2 million due in the future under certain operating subleases.

The Company has leased and subleased land and buildings to others,
primarily as a result of the franchising of certain restaurants. Many of these
leases provide for fixed payments with contingent rent when sales exceed certain
levels, while others provide for monthly rentals based on a percentage of sales.
Lessees generally bear the cost of maintenance, insurance and property taxes.
Components of the net investment in leases receivable, included in other assets,
are as follows:

<TABLE>
<CAPTION>
1995 1996
------- ------
(IN THOUSANDS)
<S> <C> <C>
Net minimum lease payments receivable........................... $10,690 $9,887
Less: Unearned income........................................... 5,774 5,135
------- ------
Net investment.................................................. $ 4,916 $4,752
======= ======
</TABLE>

Minimum future rentals to be received as of January 31, 1996 are as
follows:

<TABLE>
<CAPTION>
CAPITAL
LEASES OPERATING
OR LESSOR
FISCAL YEAR SUBLEASES LEASES
---------------------------------------------------------------- ------- ------
(IN THOUSANDS)
<S> <C> <C>
1997.......................................................... $ 803 $ 257
1998.......................................................... 804 257
1999.......................................................... 809 258
2000.......................................................... 808 259
2001.......................................................... 801 259
Thereafter.................................................... 5,862 1,884
------ ------
Total minimum future rentals.................................... $ 9,887 $3,174
====== ======
</TABLE>

Total minimum future rentals do not include contingent rentals which may be
received under certain leases. The Company's investment in land under operating
leases was $1.8 million at January 31, 1995 and 1996.

F-12
<PAGE> 57

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Aggregate rents under noncancelable operating leases during fiscal 1994,
1995 and 1996 are as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Minimum rentals..................................... $28,989 $29,173 $29,225
Contingent rentals.................................. 1,583 1,459 1,384
Less: Sublease rentals.............................. 4,812 5,029 5,058
------- ------- -------
$25,760 $25,603 $25,551
======= ======= =======
</TABLE>

NOTE 7 -- OTHER CURRENT LIABILITIES

Other current liabilities are comprised of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Salaries, wages and other benefits............................. $ 7,732 $ 9,981
Self-insured workers' compensation reserve (see Note 9)........ 7,650 6,854
Other self-insurance reserves.................................. 1,323 1,328
State sales taxes.............................................. 2,525 5,881
Deferred revenues.............................................. 3,020 4,351
Other accrued liabilities...................................... 7,815 4,778
------- -------
$30,065 $33,173
======= =======
</TABLE>

NOTE 8 -- CREDIT FACILITIES AND LONG-TERM DEBT

As of January 31, 1995, advances totaling $18.8 million were drawn against
the Company's former revolving credit line, primarily to fund the Company's
Boston Market franchise operations. Following the formation of Boston West in
April 1995, the Company's loan agreement with its bank was amended such that
these borrowings were converted to a term loan, payable in quarterly
installments through September 1998. In addition, a new $15.0 million unsecured
revolving credit line that expires in August 1996 was also established for use
in the Company's ongoing Carl's Jr. operations. As of January 31, 1996, a total
of $15.0 million was available to the Company under this new line of credit.

Subsequent to year end, the Company's bank agreement was amended such that
certain of the covenants governing this agreement were modified for the current
fiscal year and for future measurement periods. As a result of the amendment,
the Company was in compliance with all of the covenants governing its bank
agreement as of January 31, 1996.

F-13
<PAGE> 58

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Long-term debt is comprised of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Unsecured note payable to bank, principal payments in
specified amounts quarterly through 1998, interest based on
the bank prime rate plus .25%.............................. $18,825 $22,750
Secured note payable to bank, principal payments in specified
amounts annually through 1999, interest at 12.95%; prepaid
in January 1996............................................ 4,494 --
Secured note payable, principal payments in specified amounts
annually through 2000, interest at 13.5%................... 5,168 3,993
Secured note payable, principal payments in specified amounts
monthly through 2001, interest at 8.17%.................... -- 5,398
Industrial Revenue Bonds, payable in 1999, variable interest
rate averaging 3.02% in 1995 and 3.82% in fiscal 1996...... 3,600 3,600
Other........................................................ 3,259 3,155
------- -------
35,346 38,896
Less: Current portion........................................ 8,168 8,575
------- -------
$27,178 $30,321
======= =======
</TABLE>

Notes payable mature in fiscal years ending after January 31, 1996 as
follows (in thousands):

<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------------------------------------
<S> <C> <C>
1997....................................................... $ 8,575
1998....................................................... 9,242
1999....................................................... 9,139
2000....................................................... 4,703
2001....................................................... 4,801
Thereafter................................................. 2,436
$38,896
</TABLE>

Secured notes payable are collateralized by certain restaurant property
deeds of trust, with a carrying value of $15.5 million as of January 31, 1996.

In February 1996, the Company paid in full the 13.5% secured note payable
of $4.0 million and also paid $2.5 million against its term loan payable. After
consideration of these debt payments subsequent to year end, the Company's total
long-term debt obligation would be $32.4 million, payable as follows: $7.4
million in 1997; $8.2 million in 1998; $5.9 million in 1999; $4.1 million in
2000, $4.4 million in 2001 and $2.4 million thereafter. The carrying value of
property secured by notes payable after such payments of debt would be $9.4
million.

NOTE 9 -- OTHER LONG-TERM LIABILITIES

Other long-term liabilities consists of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
(IN THOUSANDS)
Self-insured workers' compensation reserve.................. $ 7,160 $ 6,784
Exit costs.................................................. 5,649 5,274
Other....................................................... 1,641 1,641
------- -------
$14,450 $13,699
======= =======
</TABLE>

The Company presently self-insures for group insurance, workers'
compensation and fire and comprehensive protection on most equipment and certain
other assets. A total of $14.8 million and

F-14
<PAGE> 59

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$13.6 million was accrued as of January 31, 1995 and 1996, respectively,
representing the current and long-term portions of the net present value of an
independent actuarial valuation of the Company's workers' compensation claims.
These amounts are net of a discount of $1.7 million and $2.0 million in fiscal
1995 and 1996, respectively.

In prior years, the Company initiated programs to dispose of or franchise
its Arizona and Texas operations. As of January 31, 1995 and 1996, $7.0 million
and $6.7 million, respectively, were accrued for these reserves, including the
current portion. These balances were mainly comprised of estimated lease
subsidies, $2.7 million of which were reduced in connection with the
reacquisition of several Carl's Jr. franchised restaurants from a related party
during fiscal 1995 (see Note 12). These lease subsidies represent the net
present value of the excess of future lease payments over estimated sublease
income. The remaining unamortized discount to present value of these lease
subsidies at January 31, 1996 was $4.4 million and will be amortized to
operations over the remaining sublease terms, which range up to 21 years.

NOTE 10 -- STOCKHOLDERS' EQUITY

Upon consummation of the Merger, stockholders of Enterprises received one
share of the Company's common stock for each share of Enterprises' common stock
owned by them just prior to the Merger. In connection with this transaction, the
Certificate of Incorporation was adopted for CKE which authorizes 50,000,000
shares of common stock and 5,000,000 shares of preferred stock, both of which
have a par value of $.01 per share.

In July 1994, the Board of Directors authorized the repurchase of up to two
million shares of the Company's common stock. A total of 670,300 shares of stock
were repurchased to date, which includes the purchase of 62,500 shares in fiscal
1995 from the Chairman Emeritus at the then market price of $9.13 per share. The
balance of these shares were purchased in a series of open market transactions,
at an average price of approximately $7.48 per share, for an aggregate purchase
price of approximately $4.5 million. All shares purchased are being held as
treasury stock.

During the second quarter of fiscal 1994, the Company purchased a total of
59,750 shares from the Carl N. and Margaret M. Karcher Trust for an aggregate
purchase price of $422,000. All shares purchased were canceled and retired.

NOTE 11 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents information on the Company's financial
instruments:

<TABLE>
<CAPTION>
1995 1996
---------------------- ----------------------
(IN THOUSANDS)
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents............ $ 15,174 $15,174 $ 23,429 $23,429
Marketable securities................ 3,088 3,088 2,510 2,510
Notes receivable..................... 18,112 17,976 9,051 9,097
Financial liabilities:
Long-term debt, including current
portion........................... 32,832 31,953 36,412 34,525
</TABLE>

The estimated fair values of marketable securities were based on quoted
market prices. The estimated fair values of notes receivable were determined by
discounting future cash flows using current rates at which similar loans would
be made to borrowers with similar credit ratings. The estimated fair value of
long-term debt was determined by discounting future cash flows using rates
currently available to the Company for debt with similar terms and remaining
maturities.

F-15
<PAGE> 60

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 12 -- RELATED PARTY TRANSACTIONS

Certain members of management and the Karcher family are franchisees of the
Company. A total of 38 restaurants have been sold to these individuals, one of
which occurred during fiscal 1996. As part of these transactions, the Company
received cash and accepted $10.4 million of interest-bearing notes.
Additionally, these franchisees regularly purchase food and other products from
the Company on the same terms and conditions as other franchisees. During fiscal
1995, the Company made a salary advance to the Chairman Emeritus totaling
$715,000, a majority of which is non-interest bearing and is to be repaid
through payroll deductions. The entire amount will be repaid by December 1998.

Details of amounts outstanding are as follows:

<TABLE>
<CAPTION>
1995 1996
------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Advance to Chairman Emeritus.................................. $ 667 $ 595
7.0% Secured notes........................................... 296 249
10.0% Secured notes........................................... -- 72
12.0% Secured notes........................................... 297 --
12.5% Secured notes........................................... 1,318 305
------ ------
2,578 1,221
Less: Long-term portion....................................... 2,109 969
------ ------
469 252
Trade receivables............................................. 1,040 725
------ ------
$1,509 $ 977
====== ======
</TABLE>

In June 1994, the Company reacquired 12 Arizona restaurants from a Karcher
family member who was formerly an officer of the Company. As part of this
transaction, the Company took possession of certain restaurant assets in
exchange for the forgiveness of two notes receivable totaling $1.4 million, and
a cash payment of $650,000. In addition, as described in Note 9, certain
previously established lease subsidy reserves totaling $2.7 million were
reversed in fiscal 1995 as a result of this transaction.

The Company leases various properties, including its corporate
headquarters, one of its distribution facilities and three of its restaurants,
from the Chairman Emeritus. Included in capital lease obligations was $4.9
million and $4.5 million, representing the present value of lease obligations
related to these various properties at January 31, 1995 and 1996, respectively.
Lease payments under these leases for fiscal 1994, 1995 and 1996 amounted to
$1.5, $1.4, and $1.4 million, respectively. This was net of sublease rentals of
$171,000, $154,000 and $148,000 in fiscal 1994, 1995 and 1996, respectively.

In fiscal 1994, the Chairman Emeritus was granted future retirement
benefits for past services consisting principally of payments of $200,000 per
year for life and supplemental health benefits, which had a net present value of
$1.7 million as of that date. This amount was computed using certain actuarial
assumptions, including a discount rate of 7%. A total of $1.4 million remained
accrued in other current liabilities as of January 31, 1996. The Company
anticipates funding these obligations as they become due.

F-16
<PAGE> 61

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 13 -- CARL'S JR. FRANCHISE AND LICENSE OPERATIONS

Franchise arrangements, with franchisees who operate in Arizona,
California, Nevada, Oregon and Utah, generally provide for initial fees and
continuing royalty payments to the Company based upon a percent of sales. The
Company generally charges an initial franchise fee for each new franchised
restaurant that is added to its system, and in some cases, an area development
fee, which grants exclusive rights to develop a specified number of Carl's Jr.
restaurants in a designated geographic area within a specified time period.
Similar fees are charged in connection with the Company's international
licensing operations. These fees are recognized ratably when substantially all
the services required of the Company are complete and the restaurants covered by
these agreements commence operations.

Franchisees may also purchase food, paper and other supplies from the
Company. Additionally, franchisees may be obligated to remit lease payments for
the use of restaurant facilities owned or leased by the Company, generally for a
period of 20 years. Under the terms of these leases, they are required to pay
related occupancy costs which include maintenance, insurance and property taxes.

The Company receives notes from franchisees in connection with the sales of
Company-operated restaurants. During fiscal 1996, the Company sold certain of
its franchise notes receivable, with partial recourse, to an independent third
party for cash proceeds of approximately $8.4 million. The remaining notes bear
interest from 7.0% to 12.5%, mature in five to 15 years and are secured by an
interest in the restaurant equipment sold.

Revenues from franchised and licensed restaurants consist of the following:

<TABLE>
<CAPTION>
1994 1995 1996
-------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Food service...................................... $60,979 $57,058 $56,036
Rental income..................................... 10,575 10,257 10,116
Royalties......................................... 6,253 6,284 5,704
Initial fees...................................... 297 91 116
Other............................................. 531 12 (21)
------- ------- -------
$78,635 $73,702 $71,951
======= ======= =======
</TABLE>

Operating costs and expenses for franchised and licensed restaurants
consist of the following:

<TABLE>
<CAPTION>
1994 1995 1996
-------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Food service...................................... $60,827 $57,334 $56,590
Occupancy and other operating expenses............ 12,725 12,537 12,249
------- ------- -------
$73,552 $69,871 $68,839
======= ======= =======
</TABLE>

NOTE 14 -- INTEREST EXPENSE

Interest expense consists of the following:

<TABLE>
<CAPTION>
1994 1995 1996
-------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Notes payable and revolving credit lines.......... $ (3,472) $(2,484) $ (3,585)
Capital lease obligations......................... (6,454) (6,194) (5,898)
Other............................................. (461) (524) (521)
-------- ------- --------
$(10,387) $(9,202) $(10,004)
======== ======= ========
</TABLE>

F-17
<PAGE> 62

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 15 -- OTHER INCOME, NET

Other income, net is comprised of the following:

<TABLE>
<CAPTION>
1994 1995 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Net losses on sales of restaurants.............. $ (162) $ (463) $ (338)
Gains on sales of investments................... 2,675 564 206
Losses on sales of investments.................. (1,325) (721) (351)
Loss on long-term investments................... -- -- (1,624)
Dividend income................................. 559 357 854
Lease income.................................... -- -- 981
Interest income................................. 4,401 3,261 2,494
------- ------- -------
$ 6,148 $ 2,998 $ 2,222
======= ======= =======
</TABLE>

NOTE 16 -- INCOME TAXES

Income tax expense is comprised of the following:

<TABLE>
<CAPTION>
1994 1995 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal....................................... $ 2,327 $(1,996) $2,018
State......................................... 672 (304) 772
------- ------- ------
2,999 (2,300) 2,790
------- ------- ------
Deferred:
Federal....................................... (1,471) 2,517 3,878
State......................................... (204) 917 333
------- ------- ------
(1,675) 3,434 4,211
------- ------- ------
1,324 1,134 7,001
Tax effect of cumulative effect of change in
accounting principle.......................... 512 -- --
------- ------- ------
$ 1,836 $ 1,134 $7,001
======= ======= ======
</TABLE>

F-18
<PAGE> 63

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation of income tax expense at the federal statutory rate of 34%
to the Company's provision for taxes on income is as follows:

<TABLE>
<CAPTION>
1994 1995 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Income taxes at statutory rate.................. $ 2,131 $ 815 $6,104
State income taxes, net of federal income tax
benefit....................................... 306 800 738
Dividend exclusion.............................. (161) (86) (29)
Targeted jobs tax credits....................... (774) (338) (243)
Alternative minimum tax credit.................. -- (551) --
Adjustment of prior years' estimated
liabilities................................... -- 157 289
Increase in valuation allowance................. 200 298 152
Other, net...................................... 134 39 (10)
------- ------- ------
$ 1,836 $ 1,134 $7,001
======= ======= ======
</TABLE>

Temporary differences and carryforwards gave rise to a significant amount
of deferred tax assets and liabilities as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Deferred tax asset:
Capitalized leases................................ $ 8,449 $ 8,589 $ 8,641
Workers' compensation reserve..................... 6,976 6,413 5,905
Exit costs........................................ 4,997 3,068 2,905
Targeted jobs tax credit carryforward............. 2,137 2,695 3,055
Arbitration judgment and other litigation......... 1,539 -- --
Other............................................. 5,612 5,208 5,437
------- ------- -------
29,710 25,973 25,943
Less: Valuation allowance......................... 1,495 1,793 1,945
------- ------- -------
Total deferred tax asset............................ 28,215 24,180 23,998
------- ------- -------
Deferred tax liability:
Depreciation...................................... 10,210 9,537 9,896
Safe harbor leases................................ 1,461 1,054 586
Long-term investment................................ -- -- 2,017
Other............................................. 1,234 1,335 1,443
------- ------- -------
Total deferred tax liability........................ 12,905 11,926 13,942
------- ------- -------
Net deferred tax asset.............................. $15,310 $12,254 $10,056
======= ======= =======
</TABLE>

While there can be no assurance that the Company will generate any earnings
or any specific level of earnings in future years, management believes it is
more likely than not that the Company will realize the majority of the benefit
of the existing net deferred tax asset at January 31, 1996, based on the
Company's current, historical and future pre-tax earnings.

The Company had targeted jobs tax credit carryforwards of $3.1 million,
which expire in the years 2007 through 2011, available at January 31, 1996. The
Company also had an alternative minimum tax credit carryforward of $700,000 with
no expiration date.

F-19
<PAGE> 64

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 17 -- EMPLOYEE BENEFIT AND RETIREMENT PLANS

Profit Sharing and Savings Plan

The Company maintains a voluntary contributory profit sharing and savings
investment plan for all eligible employees other than operations hourly
employees. Annual contributions under the profit sharing portion of the plan are
determined at the discretion of the Company's Board of Directors. Under the
savings investment portion of the plan, participants may elect to contribute up
to 15% of their annual salary to the plan. Through December 31, 1994, up to 4%
of employee contributions were matched by the Company. Total Company
contributions to this plan for fiscal 1994 and 1995 were $813,000 and $344,000,
respectively.

Pension Plan

The Company also maintains a defined benefit pension plan covering
substantially all operations employees qualified as to age and service. For
fiscal 1994, 1995 and 1996, pension contributions were $442,000, $438,000 and
$512,000, respectively. Under the terms of the defined benefit plan, pension
expense is computed based upon an independent actuarial valuation study. Company
contributions under this plan are funded quarterly. As of February 1, 1994 and
1995, the accumulated benefit obligation related to the plan was $1.8 million
and $2.0 million, respectively. On January 1, 1996, the pension plan was amended
to limit participation in the plan only to those employees who have become
participants in the plan on or before December 31, 1995 and any future
contribution of plan benefits will discontinue after December 31, 1995.

Stock Purchase Plan

In fiscal 1995, the Board of Directors adopted, and stockholders
subsequently approved in fiscal 1996, an Employee Stock Purchase Plan ("ESPP").
Under the terms of the ESPP, eligible employees may voluntarily purchase, at
current market prices, up to 500,000 shares of the Company's common stock
through payroll deductions. Pursuant to the ESPP, employees may contribute an
amount between 3% and 10% of their base salary. The Company contributes varying
amounts as specified in the ESPP. During fiscal 1996, 25,782 shares were
purchased and allocated to employees, based upon their contributions, at an
average price of $12.71 per share. The Company contributed $8,000 or an
equivalent of 460 shares for the year ended January 31, 1996.

Stock Incentive Plans

The Company's 1994 stock incentive plan was approved by stockholders in
June 1994. The 1994 plan is substantially similar to the 1993 plan under which,
as a result of the merger, no further options may be granted. Awards granted to
eligible employees under the 1994 plan are not restricted as to any specified
form or structure, with such form, vesting and pricing provisions determined by
the Compensation Committee of the Board of Directors. The 1994 plan also
provides for the automatic annual award of stock options to nonemployee
directors and nonemployee director members of the Executive Committee. Options
generally have a term of five years from the date of grant for the nonemployee
directors and ten years from the date of grant for employees, become exercisable
at a rate of 33 1/3% per year following the grant date and are priced at the
fair market value of the shares on the date of grant. A total of 1,750,000
shares are available for grants of options or other awards under this plan, of
which 859,235 stock options were outstanding as of January 31, 1996, with
exercise prices ranging from $6.75 per share to $16.00 per share.

The Company's 1993 stock incentive plan was superseded by the 1994 plan, as
discussed above. As of January 31, 1996, 424,522 stock options, with exercise
prices ranging from $7.13 per share to $13.38 per share, were outstanding under
the plan. No further awards may be granted under this plan.

F-20
<PAGE> 65

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's 1982 stock option plan expired in September 1992. Under this
plan, stock options were granted to key employees to purchase up to 3,000,000
shares of its common stock at a price equal to or greater than the fair market
value at the date of grant. The options generally had a term of 10 years from
the grant date and became exercisable at a rate of 25%, 35% and 40% per year
following the grant date. The exercise price of the 328,037 options outstanding
as of January 31, 1996 under this plan ranges from $5.21 per share to $13.38 per
share.

Transactions under all plans are as follows (number of shares):

<TABLE>
<CAPTION>
1994 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
Outstanding at beginning of year........... 1,554,766 1,372,634 1,188,033
Granted.................................... 579,812 437,206 896,406
Cancelled.................................. (116,349) (454,296) (117,642)
Exercised.................................. (645,595) (167,511) (355,003)
---------- ---------- ----------
Outstanding at end of year................. 1,372,634 1,188,033 1,611,794
========== ========== ==========
Exercisable at end of year................. 745,310 648,324 621,741
========== ========== ==========
</TABLE>

NOTE 18 -- SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest and income taxes are as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Interest (net of amount capitalized)................ $10,558 $ 9,208 $10,198
Income taxes........................................ 1,675 645 2,571
</TABLE>

Noncash investing and financing activities are as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Noncash investing and financing activities:
Transfers of marketable securities to (from) other
current assets................................. $ 6,776 $(6,776) $ --
Transfer of inventory, current assets and property
and equipment to long-term investments......... -- -- 20,352
Other investing activities:
Net change in dividend receivable.............. -- -- (714)
Leasing activities:
Capital lessee additions.......................... 505 -- 856
Capital lessor additions.......................... 538 -- --
Other leasing activities:
Increase in property and equipment............. -- (1,356) --
Reverse certain lease subsidy reserves......... -- 2,680 --
Franchising and other disposition activities:
(Increase) decrease in property and equipment..... 344 -- (2,875)
(Increase) decrease in notes receivable........... (551) 1,356 2,796
Decrease in accounts receivable................... -- -- 689
Sale/leaseback activities:
Transfer of restaurant property costs to property
and equipment.................................. 6,750 -- --
</TABLE>

F-21
<PAGE> 66

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 19 -- SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table presents summarized quarterly results:

<TABLE>
<CAPTION>
QUARTER
-----------------------------------------------
1ST 2ND 3RD 4TH
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Fiscal 1995
Total revenues............................ $135,006 $105,308 $103,791 $ 99,642
Operating income.......................... 2,904 2,392 1,581 1,725
Net income (loss)......................... 656 864 286 (542)
Net income (loss) per common and common
equivalent share....................... $ .04 $ .05 $ .02 $ (.03)
======== ======== ======== ========
Fiscal 1996
Total revenues............................ $137,625 $108,040 $113,074 $106,698
Operating income.......................... 5,264 6,554 7,373 6,544
Net income................................ 1,915 2,808 3,021 3,208
Net income per common and common
equivalent share....................... $ .11 $ .15 $ .16 $ .17
======== ======== ======== ========
</TABLE>

Quarterly operating results are not necessarily representative of
operations for a full year for various reasons, including the seasonal nature of
the quick-service restaurant industry, unpredictable adverse weather conditions
which may affect sales volume and food costs. In addition, all quarters have
12-week accounting periods, except the first quarters of 1995 and 1996, which
have 16-week accounting periods.

NOTE 20 -- COMMITMENTS AND CONTINGENT LIABILITIES

Concurrent with the new unsecured line of credit (see Note 8), a letter of
credit facility, totaling $12.4 million, was established. Two letters of credit
are outstanding under this facility, one for $8.5 million issued in May 1995 and
a second one for $3.9 million issued in September 1994. The $8.5 million letter
of credit secures the Company's potential workers' compensation claims and will
expire on June 30, 1996. The State of California requires that the Company
provide this letter of credit each year based on its existing claims experience,
or set aside a comparable amount of cash or investment securities in a trust
account. The upcoming annual security requirement, which begins May 1, 1996, was
lowered to $8.3 million due to an improvement in the Company's claims
experience. A new letter of credit will be issued for this amount on or before
May 1, 1996. The $3.9 million letter of credit secures the Industrial Revenue
Bonds issued in connection with the construction of the Company's Northern
California distribution facility and expires in January 1997.

The Company's standby letter of credit agreements with various banks expire
as follows (in thousands):

<TABLE>
<S> <C>
June 1996.................................................... $ 8,586
January 1997................................................. 3,852
April 2000................................................... 275
-------
$ 12,713
=======
</TABLE>

The Company sold certain of its franchise notes receivable, with partial
recourse, to an independent third party (see Note 13). Under the terms of the
sale agreement, as of January 31, 1996, the Company is contingently liable for
approximately $5.9 million.

F-22
<PAGE> 67

CKE RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 21 -- SUMMIT ACQUISITION

The Company and Summit Family Restaurants Inc. ("Summit") signed an
Agreement and Plan of Merger and Reorganization ("Merger Agreement") dated as of
November 30, 1995, amended as of January 24, 1996 and further amended as of
April 2, 1996 and June 5, 1996. Under the terms of the Merger Agreement, as
amended, CKE acquired from ABS MB (JB) Limited Partnership 946,714 shares of
Series A Convertible Preferred Stock of Summit on April 4, 1996 at a purchase
price of $5.27 per share in cash. On July 15, 1996, the Company completed the
acquisition of Summit in a merger transaction in which each of the 4,809,446
then outstanding shares of Summit common stock (other than dissenting shares, if
any) were converted into $2.63 in cash and .1043 shares of CKE common stock (the
"Summit Merger"). The total estimated purchase price of this transaction is
approximately $29.1 million.

Summit operates restaurants under three concepts: company-operated and
franchised family style JB's Restaurants; Galaxy Diner restaurants; and HomeTown
Buffet restaurants, which are operated by Summit as a franchisee.

CKE's management is performing an ongoing evaluation regarding the nature
and scope of Summit's JB's Restaurants operations. Various short- and long-term
strategic considerations are being assessed, including: the sale, franchise, or
other disposition of certain JB's Restaurants; the conversion of certain JB's
Restaurants to the Carl's Jr. or Galaxy Diner concept and the retention of a
number of JB's Restaurants.

F-23
<PAGE> 68

CKE RESTAURANTS, INC.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
JANUARY 31, AUGUST 12,
1996 1996
----------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................... $ 23,429 $ 13,906
Marketable securities........................................... 2,510 4,427
Accounts receivable............................................. 7,295 7,025
Related party receivables....................................... 977 1,360
Inventories..................................................... 6,132 7,973
Deferred income taxes, net...................................... 10,056 15,088
Other current assets and prepaid expenses....................... 5,656 7,193
-------- --------
Total current assets......................................... 56,055 56,972
Property and equipment, net....................................... 127,346 169,077
Property under capital leases, net................................ 28,399 34,257
Long-term investments............................................. 19,814 26,041
Notes receivable.................................................. 7,801 7,713
Related party notes receivable.................................... 969 715
Other assets...................................................... 6,375 11,682
-------- --------
$ 246,759 $306,457
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt............................... $ 8,575 $ 3,486
Current portion of capital lease obligations.................... 3,745 4,666
Accounts payable................................................ 15,824 22,611
Other current liabilities....................................... 31,756 48,488
-------- --------
Total current liabilities.................................... 59,900 79,251
-------- --------
Long-term debt.................................................... 30,321 30,230
Capital lease obligations......................................... 40,233 48,171
Other long-term liabilities....................................... 15,116 25,279
Stockholders equity:
Preferred stock, $.01 par value; authorized 5,000,000 shares;
none issued or outstanding................................... -- --
Common stock, $.01 par value; authorized 50,000,000 shares;
issued and outstanding 19,200,141 shares and 19,831,469
shares....................................................... 192 198
Additional paid-in capital...................................... 38,713 51,142
Retained earnings............................................... 67,393 77,295
Treasury stock, at cost; 670,300 shares......................... (5,109) (5,109)
-------- --------
Total stockholders' equity................................... 101,189 123,526
-------- --------
$ 246,759 $306,457
======== ========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

F-24
<PAGE> 69

CKE RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
TWENTY-EIGHT WEEKS ENDED
-------------------------------------
AUGUST 14, 1995 AUGUST 12, 1996
--------------- ---------------
<S> <C> <C>
Revenues:
Company-operated restaurants............................ $207,515 $239,874
Franchised and licensed restaurants..................... 38,150 41,183
-------- --------
Total revenues....................................... 245,665 281,057
-------- --------
Operating costs and expenses:
Company-operated restaurants:
Food and packaging................................... 63,180 73,967
Payroll and other employee benefits.................. 59,272 65,012
Occupancy and other operating expenses............... 44,255 48,736
-------- --------
166,707 187,715
Franchised and licensed restaurants..................... 36,689 39,155
Advertising expenses.................................... 10,819 13,470
General and administrative expenses..................... 19,632 20,549
-------- --------
Total operating costs and expenses.............. 233,847 260,889
-------- --------
Operating income.......................................... 11,818 20,168
Interest expense.......................................... (5,285) (4,744)
Other income, net......................................... 1,204 1,850
-------- --------
Income before income taxes................................ 7,737 17,274
Income tax expense........................................ 3,014 6,749
-------- --------
Net income................................................ $ 4,723 $ 10,525
======== ========
Net income per common and common equivalent share......... $ .26 $ .55
======== ========
Common and common equivalent shares used in computing per
share amounts........................................... 18,441 19,220
======== ========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

F-25
<PAGE> 70

CKE RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
TWENTY-EIGHT WEEKS ENDED
-----------------------------------
AUGUST 14, 1995 AUGUST 12, 1996
--------------- ---------------
<S> <C> <C>
Net cash flow from operating activities:
Net income................................................ $ 4,723 $ 10,525
Adjustments to reconcile net income to net cash provided
by operating activities, excluding the effect of
acquisitions:
Noncash franchise income............................... (242) (35)
Depreciation and amortization.......................... 11,131 11,509
Loss on sale of property and equipment and capital
leases............................................... 1,954 481
Reversal of rent subsidy reserves...................... (327) --
Write-off of accounts and notes receivable............. -- 47
Write-down of long-term investment..................... 1,459 --
Net noncash investment and dividend income............. (559) (95)
Deferred income taxes.................................. 220 582
Noncash increase in reserves........................... -- 297
Write-down of long-lived assets........................ -- 1,250
Settlement of notes receivable......................... (1,292) --
Net change in receivables, inventories and other
current assets....................................... (608) (5,016)
Net change in other assets............................. (266) (942)
Net change in accounts payable and other current
liabilities.......................................... (2,183) 12,481
-------- --------
Net cash provided by operating activities............ 14,010 31,084
-------- --------
Cash flow from investing activities:
Purchases of:
Marketable securities.................................. -- (760)
Property and equipment................................. (16,932) (19,608)
Long-term investments.................................. (715) (4,114)
Proceeds from sales of:
Marketable securities.................................. 879 793
Property and equipment................................. 21 3,254
Collections on leases receivable.......................... 80 91
Increase in notes receivable and related party notes
receivable............................................. (70) (120)
Collections on notes receivable and related party notes
receivable............................................. 935 991
Acquisition of Summit, net of cash acquired............... -- (14,731)
-------- --------
Net cash used in investing activities................ (15,802) (34,204)
-------- --------
Cash flow from financing activities:
Net change in bank overdraft.............................. (11,265) 2,718
Short-term borrowings..................................... 38,460 1,200
Repayments of short-term debt............................. (33,910) (1,200)
Long-term borrowings...................................... 9,175 20,000
Repayments of long-term debt.............................. (4,529) (27,049)
Repayments of capital lease obligations................... (1,543) (1,623)
Net change in other long-term liabilities................. (939) (729)
Purchase of treasury stock................................ (551) --
Payment of dividends...................................... (727) (743)
Exercise of stock options................................. 746 1,023
-------- --------
Net cash used in financing activities................ (5,083) (6,403)
-------- --------
Net decrease in cash and cash equivalents....... $ (6,875) $ (9,523)
======== ========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

F-26
<PAGE> 71

CKE RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
TWENTY-EIGHT WEEKS ENDED
-----------------------------------
AUGUST 14, 1995 AUGUST 12, 1996
--------------- ---------------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest (net of amounts capitalized)..................... $ 5,382 $ 4,730
Income taxes.............................................. 1,611 1,969
Noncash investing and financing activities:
Investing activities:
Transfer of inventory, current assets and property and
equipment to other assets............................ 20,877 --
Sale of property and equipment......................... -- 2,469
Increase in long-term investments...................... -- (2,469)
Other investing activities:
Net change in dividends receivable..................... -- (360)
Stock issued in exchange for Summit assets............. -- 11,412
Franchise and reorganization activities:
(Increase) decrease in property and equipment.......... (3,418) 1,904
Decrease in various liabilities........................ (296) (75)
Decrease in notes receivable and accounts receivable... 3,714 495
Increase in debt....................................... -- 1,451
Summit Acquisition
Tangible assets acquired at fair value................. -- 59,908
Cost in excess of net assets acquired.................. -- 2,268
Liabilities assumed at fair value...................... -- (33,120)
------- --------
$ -- $ 29,056
======= ========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

F-27
<PAGE> 72

CKE RESTAURANTS, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 14, 1995 AND AUGUST 12, 1996

NOTE (A) BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
include the accounts of CKE Restaurants, Inc. and its wholly-owned subsidiaries
(the "Company" or "CKE") and have been prepared in accordance with the
Securities and Exchange Commission Requirements of Regulation S-X for interim
financial reporting and, therefore, do not include all information and footnotes
which would be presented were such consolidated financial statements prepared in
accordance with generally accepted accounting principles. These statements
should be read in conjunction with the audited consolidated financial statements
presented in the Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1996. In the opinion of management, all adjustments, consisting of
normal recurring accruals, necessary for a fair presentation of financial
position and results of operations for the interim periods presented have been
reflected herein. The results of operations for such interim periods are not
necessarily indicative of results to be expected for the full year. Certain
reclassifications have been made to the fiscal 1996 consolidated financial
statements to conform to the fiscal 1997 presentation.

NOTE (B) NEW ACCOUNTING PRONOUNCEMENT

The Company has adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of " ("SFAS 121"). SFAS 121 requires the assessment of
certain long-lived assets for possible impairment when events or circumstances
indicate their carrying amounts may not be recoverable. The adoption of SFAS 121
resulted in a $1.3 million noncash pretax charge, equivalent to $0.04 per share,
to restaurant operations in the first quarter of fiscal 1997.

NOTE (C) LONG-TERM DEBT

Effective August 12, 1996, the Company entered into a Credit Agreement (the
"Credit Agreement") with a group of financial institutions. In accordance with
the terms of the Credit Agreement, the Company borrowed the principal amount of
$20.0 million pursuant to a five-year, fully amortizing term loan, the proceeds
of which were primarily used to repay existing indebtedness of the Company.

The Credit Agreement also provides the Company with (a) a revolving credit
facility for working capital and other general corporate purposes, under the
terms of which the Company may borrow from time to time up to $30.0 million
(including a letter of credit subfacility of up to $20.0 million), and (b) a
revolving credit facility for the purpose of financing investments in and
acquisitions of other entities, under the terms of which the Company may borrow
from time to time up to $25.0 million. The amounts advanced, if any, to the
Company under the revolving acquisition facility will convert after two years
into a three-year fully amortizing term loan. Both of the foregoing revolving
credit facilities will mature on July 31, 2001. The existing credit facility,
which this new facility replaces, would have expired on August 31, 1996.

The Credit Agreement also includes customary affirmative and negative
covenants which, among other things, restrict the Company's ability to (i) incur
or create liens on or with respect to its properties, (ii) incur additional
indebtedness, (iii) merge or consolidate with other entities, (iv) sell assets
and (v) declare or pay dividends or repurchase shares of capital stock, subject
in each of the foregoing cases to certain exceptions. In addition, the Credit
Agreement requires the Company to maintain certain specified financial ratios
and operating results.

F-28
<PAGE> 73

CKE RESTAURANTS, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE (D) ACQUISITIONS

On July 15, 1996, the Company completed its acquisition of Summit Family
Restaurants Inc. ("Summit"). Summit has restaurant operations in nine western
states, including 76 company-operated and 24 franchised JB's Restaurants, 16
HomeTown Buffet restaurants and six Galaxy Diner restaurants.

In connection with the acquisition, each of the 4,809,446 outstanding
shares of Summit common stock was converted into the right to receive 0.1043
shares of the Company's common stock (and cash in lieu of fractional shares) and
cash in the amount of $2.63. Accordingly, the aggregate number of shares of
common stock of the Company issued in the acquisition was 501,388. The source of
funds for the cash portion of the consideration was cash on hand and borrowings
under the Company's then existing revolving credit facilities.

Selected unaudited pro forma combined results of operations for the 28-week
periods ended August 12, 1996 and August 14, 1995, assuming the acquisition
occurred on January 31, 1995, are presented as follows:

<TABLE>
<CAPTION>
TWENTY-EIGHT
WEEKS ENDED
-------------------------
AUGUST 14, AUGUST 12,
1995 1996
---------- ----------
<S> <C> <C>
Total revenues............................................... $310,821 $349,789
Net income................................................... $ 3,328 $ 9,613
Net income per common and common equivalent share............ $ .18 $ .49
</TABLE>

NOTE (E) PROPOSED ACQUISITION OF CASA BONITA INCORPORATED

On August 27, 1996, the Company entered into a Stock Purchase Agreement
(the "Purchase Agreement") with Casa Bonita Holdings, Inc., a Delaware
corporation and an indirect subsidiary of Unigate PLC ("Seller") to acquire from
the Seller all of the issued and outstanding shares of capital stock of Casa
Bonita Incorporated ("Casa Bonita").

Casa Bonita, based in Dallas, Texas, owns and operates the "Taco Bueno"
concept in the Mexican food segment of the quick-service restaurant market, with
109 Taco Bueno restaurants located in Texas and Oklahoma. Casa Bonita also
operates two-full-service "Casa Bonita" Mexican food restaurants and three
Crystal's Pizza restaurants.

The Purchase Agreement provides for the purchase and sale of Casa Bonita
for a purchase price of $42.0 million (subject to adjustment). The Company plans
to form a new entity, which would include one or more third party investors, to
own and operate Casa Bonita's restaurant businesses. The Company expects to
finance the acquisition, at least in part, with borrowings under its revolving
credit facility. The acquisition is expected to be completed in October 1996.

F-29
<PAGE> 74

[PHOTOGRAPHS OF TACO BUENO AND CARL'S JR./GREEN BURRITO DUAL-BRAND RESTAURANTS]
<PAGE> 75

------------------------------------------------------
------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Prospectus Summary..................... 3
Risk Factors........................... 6
Use of Proceeds........................ 11
Price Range of Common Stock and
Dividend Policy...................... 12
Capitalization......................... 13
Selected Consolidated Financial and
Operating Data....................... 14
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 16
Unaudited Pro Forma Combined Condensed
Financial Data....................... 26
Business............................... 31
Management............................. 40
Underwriting........................... 42
Legal Matters.......................... 43
Experts................................ 43
Available Information.................. 43
Incorporation of Certain Documents by
Reference............................ 44
Index to Consolidated Financial
Statements........................... F-1
</TABLE>

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

2,500,000 SHARES

LOGO

COMMON STOCK
-------------------

PROSPECTUS
-------------------
ALEX. BROWN & SONS
INCORPORATED

ROBERTSON, STEPHENS & COMPANY

EQUITABLE SECURITIES CORPORATION

November 5, 1996

------------------------------------------------------
------------------------------------------------------