- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
15 Junho 2010 - 6:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by
the Registrant
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Filed by a
Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
CKE
RESTAURANTS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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Your Vote
is Important. Vote FOR the Proposed Merger Today!
June 15,
2010
Dear Fellow Stockholder of CKE Restaurants, Inc.:
By now you should have received proxy materials in connection
with the special meeting of CKE stockholders describing in
detail the acquisition of CKE by Columbia Lake Acquisition
Holdings, Inc., an entity owned by certain affiliates of Apollo
Management VII, L.P. If the merger is approved, CKEs
common stockholders will receive $12.55 in cash for each share
of common stock they own.
The special meeting is scheduled to be held on June 30th,
2010 at 8:00 a.m. local time, at 6307 Carpinteria Avenue,
Carpinteria, California, 93013.
The merger is the result of a comprehensive process to maximize
value for stockholders. After extensive discussions and
negotiations with numerous potential bidders, CKE believes that
the merger is in the best interests of its stockholders. In
addition, as CKE announced on June 14, 2010, ISS Proxy
Advisory Services (ISS), a division of RiskMetrics
Group, has recommended that CKEs stockholders vote FOR
adoption of the merger agreement. ISS is a leading independent
U.S. proxy advisory firm and its voting analyses and
recommendations are relied upon by hundreds of major
institutional investment funds, mutual funds and fiduciaries
throughout the country.
Stockholders are encouraged to read the Companys
definitive proxy materials in their entirety as they provide
important information about the merger agreement, including,
among other things, a detailed discussion of the process that
led to the proposed merger and CKEs reasons for adopting
the merger agreement.
The Board of Directors unanimously recommends that
stockholders vote FOR the adoption of the merger agreement and
FOR approval of the proposal to adjourn the special meeting, if
necessary or appropriate, to solicit additional proxies.
Your vote is extremely important. Because the proposed merger
requires the affirmative vote of the holders of a majority of
CKEs outstanding shares of common stock entitled to vote,
a failure to vote has the same effect as a vote against the
merger.
You may vote by telephone, by internet, or by signing, dating
and mailing the proxy form in the enclosed envelope.
Instructions for internet and telephone voting are included on
the enclosed proxy forms.
Please vote
FOR
the merger today. If you have already
voted, please accept our thanks. Thank you for your cooperation
and continued support. If you have questions about the proxy
statement, the special meeting or the merger, or need assistance
with voting your shares, you should contact Morrow &
Co., LLC toll free at
(800) 654-2468
or
(203) 658-9400
or by email at cke@morrowco.com.
Sincerely,
Andrew F. Puzder
Chief Executive Officer
FORWARD-LOOKING STATEMENTS
This filing contains forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements give CKEs current expectations or forecasts of future events. Such statements are subject
to risks and uncertainties that are often difficult to predict and beyond CKEs control, and could cause CKEs results
to differ materially from those described. These uncertainties and other factors include, but are not limited to, risks
associated with the proposed transaction, including the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, the inability to complete the proposed transaction due
to the failure to obtain stockholder approval, the failure to satisfy other conditions to completion of the proposed
transaction or the failure to obtain the necessary debt financing arrangements set forth in the debt commitment letter
received in connection with the proposed transaction. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date they are made. CKE undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except as required by law or the rules of the New York Stock Exchange. Accordingly, any forward-looking statement
should be read in conjunction with the additional information about risks and uncertainties as discussed in CKEs
filings with the Securities and Exchange Commission (the SEC).
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
A definitive proxy statement of CKE and other
materials has been filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CKE AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the definitive proxy statement and other documents
filed by CKE with the SEC at the SECs Web site at www.sec.gov.
The definitive proxy statement and such other
documents are also available for free on CKEs website at www.ckr.com under Investors/SEC Filings or by
directing such request to Investor Relations, CKE Restaurants, Inc., 805-745-7750.
CKE and its directors, executive officers
and other members of its management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed transaction. Information concerning the
interests of CKEs participants in the solicitation is set forth in CKEs proxy statements and Annual
Reports on Form 10-K, previously filed with the SEC, and in the definitive proxy statement relating to
the proposed transaction.
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