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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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined)
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by
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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.
AMEND MERGER AGREEMENT
Santa Barbara, Calif., Jan. 25 -- CKE Restaurants, Inc. ("CKE") (NYSE:
CKR), and Santa Barbara Restaurant Group, Inc. ("SBRG") (Nasdaq: SBRG), agreed
yesterday to amend the merger agreement by which CKE will acquire Santa Barbara
Restaurant Group. As originally executed in December 2001, the merger agreement
provided that each share of SBRG common stock would be exchanged for one-half of
one share of CKE common stock. The merger agreement also provided that if, at
the time of the merger, the average CKE common stock price were to be less than
$6.25 per share, SBRG could terminate the merger agreement, and if the average
CKE common stock price were to be greater than $9.50 per share, CKE could
terminate the merger agreement. Because of CKE's common stock price, which has
closed in excess of $9.50 on nine days so far in January 2002, CKE and SBRG have
agreed to amend the merger agreement. Pursuant to the amendment, each share of
SBRG common stock will still be exchanged for one-half of one share of CKE
common stock, unless the average closing price of the CKE common stock for the
ten-day period ending two days prior to the merger exceeds $10.00 per share. If
the average closing price of the CKE common stock for such ten-day period
exceeds $10.00 per share, each share of SBRG common stock will be exchanged for
a partial share of CKE common stock having a value of $5.00 (based on the
average closing price for such ten day period). The parties also agreed to
remove CKE's right to terminate the merger if the average CKE common stock price
were to be greater than $9.50 per share at the time of closing.
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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 50 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.
CKE Restaurants, Inc. has filed a registration statement with the
Securities and Exchange Commission which contains a draft of the two companies'
joint proxy statement/prospectus to be distributed to their stockholders in
connection with the special meetings of stockholders at which the stockholders
will vote on the merger. 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, Inc. and Santa Barbara Restaurant Group, Inc.
will be available free of charge from both the Corporate Secretary of CKE
Restaurants, Inc. at 3916 State Street, Suite 300, Santa Barbara, California
93105, 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. STOCKHOLDERS OF BOTH CKE RESTAURANTS AND SANTA BARBARA RESTAURANT GROUP
SHOULD READ CAREFULLY THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
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