-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q62KAXhZMggQZdt2+wgU2LIcvsGpG3k7pXAjvyZCMx1pN/lhupAoqyj73g4Cv/J7 chLf8OQsULrgCXy+WBiU1w== 0000892569-02-000624.txt : 20020415 0000892569-02-000624.hdr.sgml : 20020415 ACCESSION NUMBER: 0000892569-02-000624 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CKE RESTAURANTS INC CENTRAL INDEX KEY: 0000919628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330602639 STATE OF INCORPORATION: DE FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43453 FILM NUMBER: 02590635 BUSINESS ADDRESS: STREET 1: 401 WEST CARL KARCHER WAY CITY: ANAHEIM STATE: CA ZIP: 92801 BUSINESS PHONE: 7147745796 MAIL ADDRESS: STREET 1: 401 WEST CARL KARCHER WAY CITY: ANAHEIM STATE: CA ZIP: 92801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOLEY WILLIAM P II CENTRAL INDEX KEY: 0000903213 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4050 CALLE REAL STREET 2: SUITE 200 CITY: SANTA BARBARA STATE: CA ZIP: 93110 BUSINESS PHONE: 7146224326 MAIL ADDRESS: STREET 1: 4050 CALLE REAL STREET 2: SUITE 200 CITY: SANTA BARBARA STATE: CA ZIP: 93110 SC 13G 1 a80211sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CKE RESTAURANTS, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 12561E105 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G - ------------------- ------------------ CUSIP NO. 12561E105 PAGE 2 OF 8 PAGES - ------------------- ------------------ ================================================================================ 1 NAME OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William P. Foley, II ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 3,418,485 (1) SHARES --------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 2,625,728 REPORTING --------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 3,418,485 (1) --------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,625,728 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,044,213 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0% (2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN ================================================================================ - ------------------- ------------------ CUSIP NO. 12561E105 PAGE 3 OF 8 PAGES - ------------------- ------------------ (1) Includes options to purchase 2,026,638 shares of CKE Restaurants, Inc. ("CKE" or the "Company") Common Stock exercisable on March 1, 2002 or which become exercisable within 60 days of March 1, 2002. Such 2,026,638 amount is the sum of (a) the options to purchase 762,500 shares of Santa Barbara Restaurant Group, Inc. ("SBRG") Common Stock held by Mr. Foley as of the effective time of the merger of CKE and SBRG multiplied by the exchange ratio of 0.491 plus (b) the options to purchase 1,652,251 shares of CKE Common Stock held by Mr. Foley as of the effective time of the merger and exercisable on March 1, 2002 or exercisable within 60 days of March 1, 2002. (2) Based on 60,503,673 shares of Common Stock outstanding, which is the sum of (a) the shares of CKE Common Stock outstanding as of January 25, 2002, plus (b) the shares of SBRG Common Stock outstanding as of January 18, 2002 multiplied by the exchange ratio of 0.491, plus (c) the options to purchase 762,500 shares of SBRG Common Stock multiplied by the exchange ratio of 0.491, plus (d) the options to purchase 1,652,251 shares of CKE Common Stock currently exercisable or exercisable within 60 days of March 1, 2002 held by Mr. Foley; each outstanding share amount as reported in the Company's Amendment No. 1 to Registration Statement on Form S-4 filed on January 29, 2002. - ------------------- ------------------ CUSIP NO. 12561E105 PAGE 4 OF 8 PAGES - ------------------- ------------------ ITEM 1. (a) Name of Issuer: CKE Restaurants, Inc. (b) Address of Issuer's Principal Executive Offices: 3916 State Street, Suite 300 Santa Barbara, California 93105 ITEM 2. (a) Name of Person Filing: William P. Foley, II (b) Address of Principal Business Office: 4050 Calle Real, Suite 200 Santa Barbara, California 93110 (c) Citizenship: United States of America. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 12561E105 ITEM 3. If this statement is filed pursuant Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act; (e) [ ] Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940; (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) (Note, See Item 7); (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H). ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 4,017,575 shares of Common Stock plus options to purchase 2,026,638 shares of Common Stock. - ------------------- ------------------ CUSIP NO. 12561E105 PAGE 5 OF 8 PAGES - ------------------- ------------------ (b) Percent of Class: 10.0% (based on 60,503,673 shares of Common Stock outstanding, which is the sum of (a) the shares of CKE Common Stock outstanding as of January 25, 2002, plus (b) the shares of SBRG Common Stock outstanding as of January 18, 2002 multiplied by the exchange ratio of 0.491, plus (c) the options to purchase 762,500 shares of SBRG Common Stock multiplied by the exchange ratio of 0.491, plus (d) the options to purchase 1,652,251 shares of CKE Common Stock currently exercisable or exercisable within 60 days of March 1, 2002 held by Mr. Foley; each outstanding share amount as reported in the Company's Amendment No. 1 to Registration Statement on Form S-4 filed on January 29, 2002). (c) Number of shares as to such person has: (i) sole power to vote or to direct the vote of: 3,418,485 (ii) shared power to vote or to direct the vote of: 2,625,728 (iii) sole power to dispose or to direct the disposition of: 3,418,485 (iv) shared power to dispose or to direct the disposition of: 2,625,728 ITEM 5. OWNERSHIP OF 5% OR LESS OF CLASS. If this statement is being filed to report the fact that as of the date hereof the reported person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: [ ] ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON. 478,705 of the shares reported are owned by Folco Development Corporation, a corporation whose sole stockholders are Carol Johnson Foley and William P. Foley, II. A group (the "Cannae Group") comprised of Cannae Limited Partnership, a Nevada Limited Partnership ("Cannae"), Folco Development Corporation, a Nevada corporation ("Folco"), Daniel V., Inc., a Nevada Corporation ("Daniel"), and The Daniel D. Lane Revocable Trust (the "Lane Trust") own in the aggregate 2,147,023 shares of CKE Common Stock. Information concerning the Cannae Group and certain individuals and entities who are limited partners of Cannae and who have identified themselves as members of the Cannae Group is contained in the Schedule 13D with respect to shares of CKE Common Stock beneficially owned by the Cannae Group (the "Cannae Group 13D"). Certain individuals who are members of or otherwise associated with the Cannae Group are directors, officers or employees of CKE. In particular, (1) William P. Foley, II ("Mr. Foley"), the Chairman of the Board of CKE, is (i) the President of Bognor Regis, Inc., a Nevada corporation and the sole general partner of Cannae, (ii) the President of Folco, which is a limited partner of Cannae and which in addition owns directly 478,705 shares of CKE Common Stock and (iii) together with his wife, the trustor of a trust which is the sole shareholder of - ------------------- ------------------ CUSIP NO. 12561E105 PAGE 6 OF 8 PAGES - ------------------- ------------------ Folco; and (2) Daniel D. (Ron) Lane ("Mr. Lane"), a director of CKE, is the President and sole stockholder of Daniel and the trustee of the Lane Trust are limited partners of Cannae, each of which and including shares held directly by Mr. Lane, own an aggregate of 2,985,870 shares of CKE Common Stock. With respect to those directors of the Company who are members of or otherwise associated with the Cannae Group, reference is made to the Cannae Group 13D for information regarding the purposes, plans and proposals of such persons in their capacity as members of the Cannae Group, and not in their capacity as directors of the Company, regarding the Company and its securities. Except as described herein or in the Cannae Group 13D, neither Mr. Foley nor any other person referred to in Exhibit 99.1, attached to this Schedule 13G and incorporated by reference, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of CKE, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. - ------------------- ------------------ CUSIP NO. 12561E105 PAGE 7 OF 8 PAGES - ------------------- ------------------ ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Exhibit 99.1, attached hereto and incorporated by reference, sets forth the identity of each member of the Cannae Group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ------------------- ------------------ CUSIP NO. 12561E105 PAGE 8 OF 8 PAGES - ------------------- ------------------ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 27, 2002 /s/ William P. Foley, II ----------------------------- William P. Foley, II EXHIBIT INDEX
Exhibit Description - ------- ----------- 99.1 Members of the Cannae Group
EX-99.1 3 a80211ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 MEMBERS OF THE CANNAE GROUP Bognor Regis, Inc., a Nevada corporation Folco Development Corporation, a Nevada corporation Daniel V., Inc., a Nevada corporation Max Hickman Wayne Diaz Roland B. Maggard and Linda P. Maggard Family Trust, dated February 20, 1991 Abel I. Vigil and Jan E. Vigil, under declaration of trust, dated October 2, 1992 Raymond R. Quirk Evans Family Trust Dated 12/14/1994 -----END PRIVACY-ENHANCED MESSAGE-----