SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
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[X] Soliciting Material Under Rule 14a-12
CKE Restaurants, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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NEWS RELEASE
CONTACT: CKE Restaurants, Inc: Dennis Lacey
EVP and CFO
714.778.7109
Santa Barbara Restaurant Group, Inc.: Ted Abajian
CEO
805.563.3644 x110
CKE RESTAURANTS, INC. AND SANTA BARBARA RESTAURANT GROUP, INC.
ANNOUNCE THE SIGNING OF A MERGER AGREEMENT FOR CKE
RESTAURANTS TO ACQUIRE SANTA BARBARA RESTAURANT GROUP
CKE Restaurant Group, Inc. (NYSE: CKR), and Santa Barbara Restaurant
Group, Inc. (Nasdaq: SBRG), today announced that they have executed the
definitive merger agreement by which CKE Restaurants will acquire Santa Barbara
Restaurant Group. The transaction is structured as a reverse triangular merger
in which a newly formed, wholly-owned subsidiary of CKE Restaurants will merge
with and into Santa Barbara Restaurant Group, with Santa Barbara Restaurant
Group emerging as the surviving corporation and a wholly-owned subsidiary of CKE
Restaurants.
Under the terms of the merger agreement, each share of SBRG common
stock will be converted into the right to receive 0.50 shares of CKE common
stock. If, at the time of the merger, the average CKE common stock price is less
than $6.25 per share, SBRG will have the right to terminate the merger
agreement, and if the average CKE common stock price is greater than $9.50 per
share, CKE will have the right to terminate the merger agreement. The average
CKE common stock price will be determined based on the average closing price of
CKE common stock during the 10-day trading period ending on and including the
second business day immediately prior to the effective time of the merger. CKE's
common stock closed at $8.52 on December 20, 2001.
Completion of the merger will be subject to regulatory and financial
institution approvals
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and other customary conditions, and requires approval of the merger by the
stockholders of SBRG and CKE. The merger is expected close during the first
quarter of 2002.
CKE Restaurants owns, operates and franchises approximately 3,400
quick-service restaurants, primarily under the Carl's Jr. and Hardee's brand
names.
Santa Barbara Restaurant Group is engaged in the food service industry.
As of November 15, 2001 the Company operated 40 La Salsa restaurants, 25 Timber
Lodge Steakhouse restaurants, and 5 Green Burrito restaurants. Santa Barbara
Restaurant Group also franchises 40 La Salsa restaurants, 35 Green Burrito
stand-alone restaurants, one Timber Lodge Steakhouse restaurant and 197 Green
Burrito dual-concept restaurants.
Both companies have been and will continue to jointly file relevant
documents concerning the merger with the Securities and Exchange Commission.
EACH OF THE COMPANIES URGES ITS STOCKHOLDERS TO READ THESE DOCUMENTS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Stockholders of either company will be able
to obtain the documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the Securities and Exchange Commission by CKE
Restaurants and Santa Barbara Restaurant Group will be available free of charge
from both the Corporate Secretary of CKE Restaurants at 401 West Carl Karcher
Way, Anaheim, CA 92801, telephone (714) 774-5796, and the Corporate Secretary of
Santa Barbara Restaurant Group at 3938 State Street, Suite 200, Santa Barbara,
California 93105, telephone (805) 563-3644. The directors and executive officers
of both companies may be deemed to be participants in the solicitation of
proxies. The direct or indirect interests of such participants, by security
holdings or otherwise, will be included in the joint proxy statement to be filed
with the SEC. In addition, you can review related information set forth in CKE
Restaurants' proxy statement for its Annual Meeting of Stockholders held June
12, 2001, as filed with the SEC on May 14, 2001, and in Santa Barbara Restaurant
Group's proxy statement for its Annual Meeting of Stockholders held August 6,
2001, as filed with the SEC on July 13, 2001. STOCKHOLDERS OF BOTH CKE
RESTAURANTS
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AND SANTA BARBARA RESTAURANT GROUP SHOULD READ CAREFULLY THESE PROXY STATEMENTS
AND OTHER DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
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