-----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, CIIzt9RQ4HGjfmlKqPHcDTifaMWGPiadDdxkyl3Qe7N5nsCm3Enfdd2CrFiqDQv0 HfT9HpdNS0/l2gMEOp4FeA== 0000902664-06-001255.txt : 20060418 0000902664-06-001255.hdr.sgml : 20060418 20060418143009 ACCESSION NUMBER: 0000902664-06-001255 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43453 FILM NUMBER: 06764468 BUSINESS ADDRESS: STREET 1: 6307 CARPINTERIA AVENUE STREET 2: SUITE A CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: (805)898-8408 MAIL ADDRESS: STREET 1: 6307 CARPINTERIA AVENUE STREET 2: SUITE A CITY: CARPINTERIA STATE: CA ZIP: 93013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pirate Capital LLC CENTRAL INDEX KEY: 0001295984 IRS NUMBER: 030445177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203 854 1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 SC 13D/A 1 sc13da.txt CKE RESTAURANTS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CKE Restaurants, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 12561E105 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Hudson Jr. Pirate Capital LLC 200 Connecticut Avenue, 4th Floor Norwalk, CT 06854 (203) 854-1100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 13, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - -------------------------- * 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 disclosures provided in a prior cover page. The information required on 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). - ------------------------------ --------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 2 OF 6 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PIRATE CAPITAL LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 6,038,660 (includes 1,000 shares underlying OWNED BY options) EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,038,660 (includes 1,000 shares underlying options) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,038,660 (includes 1,000 shares underlying options) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ --------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 3 OF 6 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THOMAS R. HUDSON JR. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 6,038,660 (includes 1,000 shares underlying OWNED BY options) EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,038,660 (includes 1,000 shares underlying options) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,038,660 (includes 1,000 shares underlying options) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ --------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 4 OF 6 PAGES - ------------------------------ --------------------- The Schedule 13D filed on February 6, 2006 by Pirate Capital LLC, a Delaware limited liability company ("Pirate Capital"), and Thomas R. Hudson Jr. (together, the "Reporting Persons"), relating to the shares of common stock, $0.01 par value ("Shares"), of CKE Restaurants, Inc. (the "Issuer"), as previously amended by Amendment No. 1 to the Schedule 13D filed on March 6, 2006 and Amendment No.2 to the Schedule 13D filed on March 30, 2006 is hereby amended by this Amendment No. 3 to the Schedule 13D. The principal executive office of the Issuer is located at 6307 Carpinteria Avenue, Ste. A, Carpinteria, California 93013. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated as follows: Funds for the purchase of the Shares reported herein were derived from available capital of the Holders. A total of approximately $88,097,509 was paid to acquire such Shares. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by the addition of the following: On April 13, 2006 Pirate Capital and the Issuer entered into a Letter Agreement (the "Letter Agreement") pursuant to which, among other things, the Issuer agreed to elect Matt Goldfarb to the Issuer's board of directors to fill the vacancy in the class of directors expiring in 2007 effective as of the date of the next regularly scheduled meeting of the Issuer's board of directors which is presently anticipated to be June 27, 2006, and Pirate Capital agreed to vote in favor of the election of the Issuer's slate of directors for the class of directors expiring in 2009. A copy of the Agreement is attached hereto as Exhibit C and incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows: (a) As of the close of business on April 12, 2006, the Reporting Persons beneficially owned 6,038,660 Shares (includes 1,000 shares underlying options), constituting approximately 10.1% of the Shares outstanding. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 59,821,070 Shares outstanding as of March 24, 2006 as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended January 30, 2006. - --------------------------- ------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 5 OF 6 PAGES - --------------------------- ------------------- (b) By virtue of its position as general partner of Jolly Roger Fund LP, Pirate Capital has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 848,600 Shares (includes 1,000 shares underlying options) held by Jolly Roger Fund LP. By virtue of agreements with Jolly Roger Offshore Fund, LTD and Jolly Roger Activist Portfolio Company LTD, Pirate Capital has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 5,190,060 Shares held by Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. By virtue of his position as sole Managing Member of Pirate Capital, Thomas R. Hudson Jr. is deemed to have shared voting power and shared dispositive power with respect to all Shares as to which Pirate Capital has voting power or dispositive power. Accordingly, Pirate Capital and Thomas R. Hudson Jr. are deemed to have shared voting power and shared dispositive power with respect to an aggregate of 6,038,660 Shares (includes 1,000 shares underlying options). Matt Goldfarb, a Director and Senior Investment Analyst at Pirate Capital, beneficially owns 4,500 Shares. The Reporting Persons disclaim beneficial ownership over such Shares. (c) The following transactions in the Shares were effected by the Reporting Persons since the most recent filing on Schedule 13D. All of the Shares were purchased in open market transactions. Jolly Roger Fund LP Trade Date Shares Purchased (Sold) Price per Share ($) - ---------- ---------------- ------------------- 3/31/2006 (1,000,000)* 17.33 4/03/2006 25,000 17.13 4/11/2006 300,000 16.43 Jolly Roger Activist Portfolio Company LTD Trade Date Shares Purchased (Sold) Price per Share ($) - ---------- ---------------- ------------------- 3/31/2006 25,000 17.00 3/31/2006 1,000,000* 17.33 *Transferred from Jolly Roger Fund LP to Jolly Roger Activist Portfolio Company LTD pursuant to an internal portfolio reallocation. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. Item 6 of the Schedule 13D is hereby amended by the addition of the following: As set forth below, Jolly Roger Fund LP sold the following put option on the open market: Date of Sale Shares Exercise Price Expiration Date Purchase Price Underlying per Share ($) per Option ($) Options - -------------------------------------------------------------------------------- 4/04/2006 6,000 17.50 5/20/06 1.00 Item 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Schedule 13D is hereby amended by the addition of the following: 3. Exhibit C - Letter Agreement, dated April 13, 2006, by and between Pirate Capital LLC and CKE Restaurants, Inc. - --------------------------- ------------------- CUSIP NO. 12561E105 SCHEDULE 13D PAGE 6 OF 6 PAGES - --------------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 18, 2006 PIRATE CAPITAL LLC By: /s/ Thomas R. Hudson Jr. --------------------------- Name: Thomas R. Hudson Jr. Title: Managing Manager /s/ Thomas R. Hudson Jr. ------------------------------ Thomas R. Hudson Jr. EX-99 2 exhibitc.txt EXHIBIT C [Letterhead] April 13, 2006 VIA EMAIL Mr. Matt Goldfarb Pirate Capital LLC 200 Connecticut Avenue, 4th Floor Norwalk, Connecticut 06854 Dear Matt: As Byron Allumbaugh and I have previously mentioned to you, the members of the Board of Directors of CKE Restaurants, Inc. (the "Company") who have had the opportunity to meet you have been very impressed with you as a person, and as a prospective Board member. We also are of the belief that you can bring added value to the Board. Accordingly, I am pleased to advise you that, subject to the affirmation requested below, the Board has unanimously agreed to appoint you to the Board on the following basis: (i) you will fill the vacancy left by the resignation of Douglas Ammerman; (ii) your appointment will be effective at the next regularly scheduled Board of Directors' meeting presently anticipated to be June 27, 2006; and (iii) since Mr. Ammerman's term expires at the time of the Company's 2007 Annual Stockholders' meeting, you will be up for reelection at that time. This agreement is conditioned upon your affirmation of the following representations by you: 1. You will exercise your fiduciary duties as a Board member in the best interests of all of the stockholders, and not in the interests of just one stockholder, or a group of select stockholders. 2. You will personally exercise your fiduciary duties, and you will not act on behalf, or operate at the direction, of any person or persons. 3. At such time as either (i) Pirate Capital LLC and its affiliates own, in the aggregate, less than five percent of the Company's outstanding Common Stock (for reasons other than dilution caused by the Company's issuance of new securities) or (ii) you are no longer affiliated with Pirate Capital LLC, you will tender your resignation as a director. The Board will have the opportunity, but not the obligation, to accept this resignation. 4. Pirate Capital LLC and its affiliates will vote at the Company's 2006 Annual Stockholders' meeting for the Company's slate of three directors (Messrs. Jerry Rubinstein, Dan Ponder and Carl Leo Karcher). Mr. Matt Goldfarb Pirate Capital LLC April 13, 2006 Page 2 Upon your execution of this letter in the place provided below, affirming the above representations, the Company's agreement to appoint you to the Board as described above shall be effective. In closing, I would like to note that the Board sincerely looks forward to your participation. Very truly yours, CKE Restaurants, Inc. By: /S/ E. Michael Murphy ------------------------------------- E. Michael Murphy, Executive Vice President Affirmed: /S/ Matt Goldfarb ------------------------ Matt Goldfarb -----END PRIVACY-ENHANCED MESSAGE-----