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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 20, 1996
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CKE RESTAURANTS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13192 33-0602639
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1200 North Harbor Boulevard, Anaheim, California 92801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 774-5796
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 20, 1996, CKE Restaurants, Inc. (the "Company") announced
that it has entered into a Credit Agreement (the "Credit Agreement") with
NationsBank of Texas, N.A., as Agent ("Agent") and a group of financial
institutions (the "Lenders"). Pursuant to the Credit Agreement, the Company
borrowed the principal amount of $20,000,000 from the Lenders pursuant to a
five-year, fully amortizing term loan, the proceeds of which were primarily used
to repay existing indebtedness of the Company.
The Credit Agreement also provides the Company with (a) a revolving
credit facility for working capital and other general corporate purposes, under
the terms of which the Company may borrow from time to time up to $30,000,000
(including a letter of credit subfacility of up to $20,000,000), and (b) a
revolving credit facility for the purpose of financing investments in and
acquisitions of other entities, under the terms of which the Company may borrow
from time to time up to $25,000,000. The amounts advanced, if any, to the
Company under the revolving acquisition facility will convert after two years
into a three-year fully-amortizing term loan. Both of the foregoing revolving
credit facilities will mature on July 31, 2001.
All advances under the Credit Agreement will bear interest, at the
Company's option, at a rate based upon (i) the Agent's Base Rate (which is the
higher of the Agent's published "prime" rate or 1/2 of one percent per annum
above the Federal Funds Rate) or (ii) a Eurodollar Rate based on LIBOR, in each
case plus an applicable margin which is based on the Company's ratio of Total
Adjusted Debt as of the last day of the then most recently ended fiscal quarter
of the Company to EDITDAR of the Company, on a consolidated basis, for the four
consecutive fiscal quarters of the Company then ended. The applicable margins
vary between zero and 0.25% for Base Rate advances and between 1.25% and 1.75%
for Eurodollar Rate advances.
The Credit Agreement also includes customary affirmative and negative
covenants which, among other things, restrict the Company's ability to (i) incur
or create liens on or with respect to its properties, (ii) incur additional
indebtedness, (iii) merge or consolidate with other entities, (iv) sell assets,
(v) declare or pay dividends or repurchase shares of capital stock, subject in
each of the foregoing cases to certain exceptions. In addition, the Credit
Agreement requires the Company to maintain certain specified financial ratios
and tests under which the Company is required to achieve certain financial and
operating results.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of this report.
Exhibit Number Description
10.1 Credit Agreement, dated as of August 1, 1996,
by and among the Company, NationsBank of
Texas, N.A., as Agent, and the financial
institutions listed therein.
99.1 Press Release issued by the Company on August
20, 1996.
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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.
Date: August 28, 1996 By: /s/ JOSEPH N. STEIN
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Joseph N. Stein,
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
10.1 Credit Agreement, dated as of August 1,
1996, by and among the Company,
NationsBank of Texas, N.A., as Agent,
and the financial institutions listed
therein.*
99.1 Press Release issued by the Company
on August 20, 1996.
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* Schedules omitted. The Registrant shall furnish supplementally to the
Securities and Exchange Commission a copy of any omitted schedule upon
request.