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CARL KARCHER ENTERPRISES ANNOUNCES RECEIPT OF MERGER OFFER

 ANAHEIM, Calif., Nov. 17 ~PRNewswire~ -- Carl Karcher Enterpris es Inc. (NASDAQ: CARL) today announced receipt of an offer from an entity organized by Freeman Spogli & Co. and the Carl N. and Margaret M. Karcher Trust to acquire by merger all of the company's outstanding common stock for $9.50 per share in cash. Carl N. Karcher is chairman of Carl Karcher Enterprises.
 The offer is subject to, among other things, shareholder approval and obtaining necessary debt financing. The Karcher Trust, which owns approximately 6.2 million shares of the company's common stock, constituting approximately 34 percent of the total outstanding shares, will invest in the acquiring company by exchanging company shares. The Karcher Trust has agreed with Freeman Spogli & Co. to vote its shares in favor of the proposed transaction and, subject to certain terms and conditions, against any other proposed merger or similar transaction and to certain transfer and other restrictions affecting its shares.
 The proposal states that Freeman Spogli & Co., through an affiliate, will provide up to $85 million of equity capital for the transaction. A nationally recognized securities firm has furnished the acquiring company with a letter stating that, subject to certain conditions, it is highly confident it will be able to arrange $130 million of senior note financing for the transaction.
 A special committee of non-management directors of Carl Karcher Enterprises is studying the offer and will respond in due course. The committee has retained Lehman Brothers as its financial adviser. The offer will expire Dec. 4, 1992, unless a definitive merger agreement has been reached.
 Carl Karcher Enterprises Inc. operates Carl's Jr. restaurants, a regional quick-service chain known for its varied menu and healthful, premium quality products. Founded in 1941, the company, its franchisees and licensees operate more than 600 restaurants in California, Nevada, Oregon, Arizona, China, Japan, Malaysia and Mexico.
 -0- 11~17~92
 ~CONTACT: Loren Pannier, CFO of Carl Karcher Enterprises, 714-778-7109; or Roger Pondel or Susan Klein of Pondel Parsons & Wilkinson, 310-207-9300 or (fax) 310-207-5444, for Carl Karcher Enterprises~
 (CARL)


CO: Carl Karcher Enterprises Inc.; Freeman Spogli & Co.; Carl N. and
 Margaret M. Karcher Trust ST: California IN: LEI SU: TNM


KJ-LS -- LA021 -- 1938 11~17~92 14:47 EST
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Publication:PR Newswire
Date:Nov 17, 1992
Words:368
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