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FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 2 REGISTRATION STATEMENT NO. 333-51103
(To Prospectus Dated June 15, 1998)
CKE RESTAURANTS, INC.
$197,225,000 PRINCIPAL AMOUNT OF
4-1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
(INTEREST PAYABLE ON MARCH 15 AND SEPTEMBER 15)
4,091,465 SHARES OF COMMON STOCK
This Prospectus Supplement supplements information contained in that
certain Prospectus dated June 15, 1998 (as amended or supplemented, the
"Prospectus") of CKE Restaurants, Inc. relating to the potential sale from time
to time of up to $197,225,000 aggregate principal amount of Notes and the Shares
of Common Stock issuable upon conversion thereof by the Selling Securityholders.
This Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or
supplements thereto. Capitalized terms used herein but not defined have the
meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the
Prospectus under the caption "Selling Securityholders" with respect to the
Selling Securityholder named below and the principal amount of Notes and Shares
beneficially owned by such Selling Securityholder that may be offered pursuant
to the Prospectus:
<TABLE>
<CAPTION>
NUMBER OF PRINCIPAL AMOUNT NUMBER OF
PRINCIPAL AMOUNT SHARES OF NOTES SHARES
NAME OF OF NOTES BENEFICIALLY TO BE TO BE
SELLING STOCKHOLDER BENEFICIALLY OWNED OWNED(1) SOLD(2) SOLD(2)
------------------- ------------------ ------------ ---------------- ---------
<S> <C> <C> <C> <C>
American Travellers Life Insurance Co. - $550,000 11,409 $550,000 --
Convertible
Bankers Life & Casualty Insurance Co. - $450,000 9,335 $450,000 --
Convertible
Great American Reserve Insurance Co. - $450,000 9,335 $450,000 --
Convertible
Capitol American Life Insurance Co. - $550,000 11,409 $550,000 --
Convertible
Merrill Lynch, Pierce, Fenner & Smith $3,725,000 77,275 $3,725,000 --
Incorporated(4)
BT Alex. Brown Incorporated(4) $6,170,000 127,997 $6,170,000 --
- -------------
(4) Merrill Lynch, Pierce, Fenner & Smith Incorporated and BT Alex. Brown
Incorporated have provided services to the Company and may in the future
provide services to the Company, for which they have received or may
receive customary fees.
</TABLE>
All information in this Prospectus Supplement is as of June 22, 1998.
The date of this Prospectus Supplement is June 23, 1998
