<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 12 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)
4,500,531 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)(3) SOLD(2) SOLD(2)
------------------- ------------------ ------------ ---------------- ---------
<S> <C> <C> <C>
Associated Electric & Gas Insurance
Services Limited $200,000 4,564 $200,000 --
</TABLE>
- ---------------
(1) All information in this Prospectus Supplement is as of August 25, 1999.
(2) The date of this Prospectus Supplement is August 27, 1999.
(3) Adjusted for the 10% stock dividend paid on January 11, 1999.
