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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 1, 1998
CKE RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13192 33--0602639
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(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) Number)
1200 North Harbor Boulevard, Anaheim, California 92801
(Address of principal executive offices)
(714) 774-5796
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On February 19, 1998, CKE Restaurants, Inc. ("CKE") signed a definitive
Stock Purchase Agreement with Advantica Restaurant Group, Inc. and Spartan
Holdings, Inc. regarding a proposed transaction pursuant to which CKE agreed to
purchase from Spartan Holdings, Inc. all of the issued and outstanding shares of
common stock of Flagstar Enterprises, Inc. ("FEI"), an Alabama corporation and
its subsidiaries.
On April 1, 1998, CKE acquired FEI from Advantica's subsidiary, Spartan
Holdings, Inc. for a purchase price of approximately $380,799,699 million in
cash and the assumption of approximately $46 million in certain liabilities.
Such purchase price is subject to adjustment based on changes in the acquired
corporation's working capital.
FEI was the largest franchisee in the Hardee's system, previously
operating 557 Hardee's Restaurants, located primarily in the Southeastern United
States.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by this Article are not included in
this report and will be filed within 75 days of the closing date by Amendment.
(b) Pro forma Financial Information
The pro forma financial information required by this Article is not
included in this report and will be filed within 75 days of the closing date by
Amendment.
(c) Exhibits
99.A Press Release - April 1, 1998 - CKE Restaurants, Inc. and
Advantica Restaurant Group, Inc. Announce Completion of Purchase
of 557 Hardee's Restaurants from Advantica.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CKE RESTAURANTS, INC.
Dated: April 10, 1998 /s/ CARL A. STRUNK
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Carl A. Strunk
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
99.A Press Release - April 1, 1998 - CKE Restaurants, Inc. and
Advantica Restaurant Group, Inc. Announce Completion of Purchase
of 557 Hardee's Restaurants from Advantica.
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EXHIBIT 99.A
NEWS RELEASE
CONTACTS: Carl Strunk
Executive Vice President, Chief Financial Officer
805.563.1566
Loren Pannier
Senior Vice President, Investor Relations
714.778.7109
CKE RESTAURANTS, INC. COMPLETES PURCHASE OF 557 HARDEE'S
RESTAURANTS FROM ADVANTICA RESTAURANT GROUP, INC.
ANAHEIM, Calif. -- April 1, 1998 -- CKE Restaurants, Inc. (NYSE:CKR)
announced today that it has completed its acquisition of 557 formerly franchised
Hardee's restaurants from Advantica Restaurant Group, Inc. for the purchase
price of $380.8 million plus the assumption of $45.6 million in capital lease
obligations. The acquisition was financed in part by $192.3 million in proceeds
that CKE raised from a private placement of convertible subordinated notes,
which was completed on March 13, 1998, and in part by the Company's increased
credit facility led by Banque Paribas. This credit facility was raised from $300
million to $500 million, on April 1, 1998. The $500 million, which matures in
April 2003, includes a $250 million revolving credit facility and a $250 million
term loan.
"With this acquisition, CKE's base of Company-operated Hardee's
restaurants increased to 1,420 restaurants, nearly 47 percent of the Hardee's
system. With a larger percentage of Company-operated Hardee's restaurants, we
believe that we are better positioned to promote a consistent brand image and
increase overall customer satisfaction. This purchase underscores our commitment
to protecting the Hardee's brand and strengthening the system," stated William
P. Foley II, CKE's chairman and chief executive officer. "In addition, our
enhanced credit facility provides CKE with capital to help reshape the Hardee's
brand through remodeling programs and various test projects, as well as the
flexibility to purchase additional franchised Hardee's units if and when the
opportunities arise."
(more)
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CKE - Page 2
In addition to the acquired restaurants, which are located in the
Florida, Alabama, Mississippi, Tennessee, South Carolina, North Carolina,
Georgia, Louisiana, Arkansas and Virginia, CKE will retain approximately 20,000
restaurant employees and 136 regional support personnel.
CKE Restaurants, Inc., through its subsidiaries and franchisees,
operates 714 Carl's Jr. quick-service restaurants, including 120 Carl's
Jr./Green Burrito dual-brand locations, primarily located in California, Nevada,
Oregon, Arizona, Mexico and the Pacific Rim; 3,039 Hardee's quick-service
restaurants in 39 states and 10 foreign countries including 85 Carl's
Jr./Hardee's dual-brand locations; 109 Taco Bueno quick-service restaurants in
Texas and Oklahoma; 26 Rally's quick-service restaurants in California and
Arizona; 82 JB's Restaurants and six Galaxy Diners.
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