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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 25, 1999
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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.)
401 W. Carl Karcher Way, 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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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On February 25, 1999, CKE Restaurants, Inc. (the "Company") announced
that it had priced a $200.0 million private placement of 10-year senior
subordinated notes due 2009 with an interest rate of 9 1/8% per annum. A copy of
the Company's press release is attached as Exhibit 99.1 to this Report.
On March 4, 1999, the Company closed its previously announced offering
of $200.0 million aggregate principal amount of 9 1/8% Senior Subordinated Notes
due 2009 (the "Notes"), in a private placement conducted in accordance with Rule
144A under the Securities Act of 1933, as amended (the "Securities Act"). The
initial purchasers of the Notes were Morgan Stanley & Co. Incorporated,
BancBoston Robertson Stephens Inc., Bear Stearns & Co. Inc., U.S. Bancorp Libra,
a division of U.S. Bancorp Investments, Inc., and Paribas Corporation (the
"Initial Purchasers"). The Notes have not been registered under the Securities
Act or applicable state securities laws, and may not be offered or sold in the
United States absent registration or applicable exemption from registration
requirements. The Notes were sold to the Initial Purchasers pursuant to the
exemptions from registration provided by Section 4(2) of, and Rule 506 under,
the Securities Act. Attached as Exhibit 4.1 to this Report is a copy of the
Indenture, dated as of March 4, 1999, among the Company, its Subsidiary
Guarantors and Chase Manhattan Bank and Trust Company, N.A., as trustee.
The Notes were sold to the Initial Purchasers for cash for an aggregate
offering price of $200.0 million and aggregate discount of $5.2 million. The net
proceeds of the offering of approximately $194.8 million were used to reduce the
Company's indebtedness under its amended and restated senior credit facility.
On March 4, 1999, the Company also completed the amendment and
restatement of its senior credit facility to provide for a $500.0 million
revolving credit facility, which includes a $75.0 million letter of credit
sub-facility. Attached as Exhibit 10.1 to this Report is a copy of the Second
Amended and Restated Credit Agreement, dated as of March 4, 1999, among the
Company, Paribas, as agent, and the Lenders party thereto. A copy of the
Company's press release relating to the amended senior credit facility is
attached as Exhibit 99.2 to this Report.
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
4.1 Indenture, dated as of March 4,
1999, by and among the Company, its
Subsidiary Guarantors and Chase
Manhattan Bank and Trust Company,
N.A., as trustee.
10.1 Second Amended and Restated Credit
Agreement, dated as of March 4,
1999, by and among the
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Company, Paribas, as agent, and the
Lenders party thereto.
99.1 Press Release - February 25, 1999 -
CKE Restaurants, Inc. Prices Private
Placement of $200.0 Million of
Senior Subordinated Notes.
99.2 Press Release - March 4, 1999 - CKE
Restaurants, Inc. Amends Senior
Credit Facility to Provide for a
$500.0 Million Revolving Line of
Credit.
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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: March 4, 1999 By: /s/ CARL A. STRUNK
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Carl A. Strunk,
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
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4.1 Indenture, dated as of March 4, 1999, by and among the
Company, its Subsidiary Guarantors and Chase Manhattan
Bank and Trust Company, N.A., as trustee.
10.1 Second Amended and Restated Credit Agreement, dated as of
March 4, 1999, by and among the Company, Paribas, as
agent, and the Lenders party thereto.
99.1 Press Release - February 25, 1999 - CKE Restaurants, Inc.
Prices Private Placement of $200.0 Million of Senior
Subordinated Notes.
99.2 Press Release - March 4, 1999 - CKE Restaurants, Inc.
Amends Senior Credit Facility to Provide for a $500.0
Million Revolving Line of Credit.