CKE Restaurants, Inc.
6307 Carpinteria Ave., Ste. A
Carpinteria, California 93013
November 10, 2010
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-6010
Attention: | Justin Dobbie Special Counsel | |
Re: | CKE Restaurants, Inc. and the Additional Registrants Listed Below Registration Statement on Form S-4 (File No. 333-169977), (File No. 333- 169977-01), (File No. 333-169977-02), (File No. 333-169977-03), (File No. 333- 169977-04), (File No. 333-169977-05), (File No. 333-169977-06), (File No. 333- 169977-07), (File No. 333-169977-08), (File No. 333-169977-09), (File No. 333- 169977-10), (File No. 333-169977-11), (File No. 333-169977-12) and (File No. 333-169977-13)(the “Registration Statement”) | |
Dear Mr. Dobbie:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, CKE Restaurants, Inc., CKE Distribution, LLC, Aeroways, LLC, Carl Karcher Enterprises, Inc., Hardee’s Food Systems, Inc., Spardee’s Realty, Inc., HED, Inc., Burger Chef Systems, Inc., Santa Barbara Restaurant Group, Inc., GB Franchise Corporation, Channel Islands Roasting Company, CKE REIT II, Inc., Carl’s Jr. Region VIII, Inc. and Flagstar Enterprises, Inc. (collectively, the “Company”) hereby request acceleration of the effective date of the above referenced Registration Statement so that the Registration Statement becomes effective at 3:00 p.m., Eastern Time, on November 12, 2010, or as soon as practicable thereafter.
The Company acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Howard A. Kenny of Morgan, Lewis & Bockius LLP at (212) 309-6843 with any questions you may have concerning this request. In addition, please notify Mr. Kenny when this request for acceleration has been granted.
CKE RESTAURANTS, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| CKE DISTRIBUTION, LLC | ||
By: | CKE Restaurants, Inc., as Sole Member | |
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| AEROWAYS, LLC | ||
By: | CKE Restaurants, Inc., as Sole Member | |
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| CARL KARCHER ENTERPRISES, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| HARDEE’S FOOD SYSTEMS, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| SPARDEE’SREALTY, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| HED, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| BURGER CHEF SYSTEMS, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| SANTA BARBARA RESTAURANT GROUP, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| GB FRANCHISE CORPORATION | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| CHANNEL ISLANDS ROASTING COMPANY | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| CKE REIT II, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| CARL’S JR. REGION VIII, INC. | ||
By: | /s/ Theodore Abajian | |
| Name: Theodore Abajian | ||
| Title: Chief Financial Officer | ||
| FLAGSTAR ENTERPRISES, INC. | ||
By: | /s/ Theodore Abajian | |
Name: Theodore Abajian | ||
Title: Chief Financial Officer | ||
| cc: | Howard A. Kenny, Esq. (Morgan, Lewis & Bockius LLP) |
