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FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 3 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 Securityholders named below and the respective principal amounts of
Notes and Shares beneficially owned by such Selling Securityholders 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>
BancAmerica Robertson Stephens $2,000,000 41,490 $2,000,000 --
Canadian Imperial Holdings, Inc. $5,000,000 103,725 $5,000,000 --
OCM Convertible Trust $5,310,000 110,156 $5,310,000 --
OCM Convertible Limited
Partnership $100,000 2,074 $100,000 --
OCM Convertible Limited
Partnership $100,000 2,074 $100,000 --
Delta Air Lines Master Trust $2,090,000 43,357 $2,090,000 --
State Employees' Retirement
Fund of the State of Delaware $1,360,000 28,213 $1,360,000 --
Partner Reinsurance Company Ltd. $540,000 11,202 $540,000 --
State of Connecticut Combined
Investment Funds $5,190,000 107,667 $5,190,000 --
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Chrysler Corporation Master
Retirement Trust $4,170,000 86,507 $4,170,000 --
Combined Insurance Company
of America $1,235,000 25,620 $1,235,000 --
Raytheon Company Master
Pension Trust $2,125,000 44,083 $2,125,000 --
Vanguard Convertible
Securities Fund $3,780,000 78,416 $3,780,000 --
AAM/Zazove Institutional
Income Fund, L.P. $900,000 18,670 $900,000 --
American Investors Life
Insurance Company, Inc. $1,750,000 36,304 $1,750,000 --
Employers Reinsurance Corp. $1,750,000 36,304 $1,750,000 --
General Motors Investment
Management Corp. $9,000,000 1,867,064 $9,000,000 --
Motors Insurance Corp. $1,250,000 25,931 $1,250,000 --
Regence Blue Cross/Blue
Shield of Idaho $100,000 2,074 $100,000 --
Regence Blue Cross/Blue
Shield of Oregon $169,000 3,505 $169,000 --
Regence Blue Cross/Blue
Shield of Utah $53,000 1,099 $53,000 --
Regence Blue Cross/Blue
Shield of Washington $278,000 5,767 $278,000 --
</TABLE>
All information in this Prospectus Supplement is as of June 25, 1998.
The date of this Prospectus Supplement is June 30, 1998.
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