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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 Commission File
(Date of earliest event reported): Number:
APRIL 2, 1996 0-6054
SUMMIT FAMILY RESTAURANTS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 87-0264039
(State or other jurisdiction (IRS employer identification
of incorporation or organization) number)
440 LAWNDALE DRIVE
SALT LAKE CITY, UTAH 84115
(Address of principal executive offices) (Zip Code)
(801) 463-5500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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SUMMIT FAMILY RESTAURANTS INC.
ITEM 5. OTHER EVENTS.
On April 2, 1996, Summit Family Restaurants Inc. (the "Company")
entered into a Second Amendment to an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") with CKE Restaurants, Inc. ("CKE") (the
"Second Amendment"). The Second Amendment amends the Merger Agreement dated
November 30, 1995, as previously amended January 24, 1996, between the Company
and CKE. The Merger Agreement, as amended, provides for the merger of the
Company with a wholly-owned subsidiary of CKE, with the Company being the
surviving corporation. The execution of the Second Amendment and certain of its
terms were publicly announced on April 2, 1996 in a news release included as
Exhibit 20.1 to this Form 8-K.
On April 4, 1996, CKE purchased 946,714 shares of the Series A
Convertible Preferred Stock (the "Preferred Stock") of the Company from ABS MB
(JB) Limited Partnership ("ABS") for $5.27 per share. The shares purchased by
CKE represent 100% of the Company's issued and outstanding Preferred Stock, and
approximately 16.5% of the Company's total issued and outstanding voting
securities. On April 2, 1996 the Company's Board of Directors specifically
approved the aquisition of the Preferred Stock by CKE as part of the Second
Amendment and also approved a waiver of the Company's right of first refusal to
purchase the Preferred Stock. CKE also acquired ABS' rights under the
Registration Rights Agreement dated October 27, 1993 between the Company and
ABS. The closing of the sale of the Preferred Stock by ABS to CKE was publicly
announced on April 5, 1996 in a news release included as Exhibit 20.2 to this
Form 8-K.
The holder of the Preferred Stock has the right to appoint two members
to the Company's Board of Directors. The two directors appointed by ABS, William
L. Paternotte and Frederick L. Bryant, have resigned from the Company's Board
effective April 4, 1996. At the present time the Company understands that it is
CKE's intention to fill the two vacancies on the Company's Board upon
consummation of the Merger Agreement, as amended.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.1 Second Amendment to Agreement and
Plan of Merger and Reorganization by
and among Summit Family Restaurants
Inc. and CKE Restaurants, Inc. dated
April 2, 1996
20.1 News release dated April 2, 1996:
"Summit Family Restaurants and CKE
Restaurants Announce Second
Amendment to Merger Agreement"
20.2 News release dated April 5, 1996:
"Summit Family Restaurants Announces
CKE Restaurants' Purchase of
Outstanding Preferred Shares"
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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.
SUMMIT FAMILY RESTAURANTS INC.
(Registrant)
Date: APRIL 4, 1996 By: /s/ Charlotte L. Miller
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Charlotte L. Miller
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- ----------------------
Ex. 2.1 Second Amendment to Agreement and Plan of Merger and
Reorganization by and among Summit Family Restaurants Inc. and
CKE Restaurants, Inc. dated April 2, 1996
Ex. 20.1 News release dated April 2, 1996: "Summit Family Restaurants
and CKE Restaurants Announce Second Amendment to Merger
Agreement"
Ex. 20.2 News release dated April 5, 1996: "Summit Family Restaurants
Announces CKE Restaurants' Purchase of Outstanding Preferred
Shares"