-----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, FFbKt9MQmawARXVm8xU6B60HwNqEV4Ht8e3+qpoM1JTqbdS/8VJ5Ic7xR8KoB5cO IFVg+QBmzGn0Buwhpm7MPQ== 0000950144-98-000263.txt : 19980114 0000950144-98-000263.hdr.sgml : 19980114 ACCESSION NUMBER: 0000950144-98-000263 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980113 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHECKERS DRIVE IN RESTAURANTS INC /DE CENTRAL INDEX KEY: 0000879554 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 581654960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42091 FILM NUMBER: 98505388 BUSINESS ADDRESS: STREET 1: 600 CLEVELAND ST 8TH FL STREET 2: STE 1050 CITY: CLEARWATER STATE: FL ZIP: 34615 BUSINESS PHONE: 8134413500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RALLYS HAMBURGERS INC CENTRAL INDEX KEY: 0000854873 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 621210077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10002 SHELBYVILLE RD STE 150 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5022458900 MAIL ADDRESS: STREET 1: 10002 SHELBYVILLE RD STREET 2: STE 150 CITY: LOUISVILLE STATE: KY ZIP: 40223 FORMER COMPANY: FORMER CONFORMED NAME: RALLYS INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 RALLY'S HAMBURGERS, INC. FORM SC 13D/A (AMD. #1) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHECKERS DRIVE-IN RESTAURANTS, INC. ----------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.001 PER SHARE --------------------------------------- (TITLE OF CLASS OF SECURITIES) 162809-10-7 ----------- (CUSIP NUMBER) Janet S. McCloud, Esq. Christensen, Miller Fink, Jacobs, Glaser, Weil & Shapiro, LLP 2121 Avenue of the Stars, 18th Floor Los Angeles, CA 90067 (310) 553-3000 -------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) January 9, 1998 ---------------- (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 which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). 2 SCHEDULE 13D CUSIP No. 162809-10-7 Page 2 of 4 ----------- - ------------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rally's Hamburgers, Inc., a Delaware corporation I.R.S. #62-1210077 - ------------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------------ 4. SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------ 7. SOLE VOTING POWER 19,100,960 shares NUMBER OF --------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH --------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 19,100,960 shares --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,100,960 shares - ------------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.2% - ------------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* CO
3 Page 3 of 4 Reference is hereby made to that certain Statement on Schedule 13D, dated December 18, 1997 (the "Statement"), filed by Rally's Hamburgers, Inc., a Delaware corporation ("Rally's"), with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Checkers Drive-In Restaurants, Inc., a Delaware corporation ("Checkers"). Unless otherwise indicated, capitalized terms used herein have the meanings ascribed to them in the Statement. Unless otherwise indicated herein, the information contained in the Statement remains unchanged. The Statement is hereby amended as follows: ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Statement is hereby amended by adding the following: On January 9, 1998, Rally's announced that it intends to acquire in open market purchases, from time to time, up to 1,000,000 shares of Common Stock of Checkers. A copy of the press release issued by Rally's is attached hereto as Exhibit A and incorporated herein by this reference. Rally's will continue to evaluate Checkers business and prospects and may determine to acquire additional shares of Common Stock or dispose of all or a portion of the Common Stock owned by it. Except as otherwise described herein or in the Statement, Rally's has no plan or proposal with respect to Checkers which relates to or would result in any of the events set forth in Item 4 (a) through (j) of the Statement. On November 22, 1996, Checkers and the CKE Group executed a Registration Rights Agreement pursuant to which, Checkers agreed to register the 20 million shares of Common Stock underlying warrants. The Registration Rights Agreement is filed as Exhibit B hereto and incorporated herein by this reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(c) of the Statement is hereby amended by adding the following: On January 7, 1998, Rally's purchased 30,000 shares of Common Stock in the open market for $1.05 per share. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Press Release of Rally's Hamburgers, Inc. dated January 9, 1998. Exhibit B Registration Rights Agreement, incorporated by reference to Exhibit 99.02 to the Statement on Schedule 13D, dated November 22, 1996, of CKE Restaurants, Inc. with respect to Checkers Drive-In Restaurants, Inc. 4 Page 4 of 4 SIGNATURES 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. January 9, 1998 RALLY'S HAMBURGERS, INC. - --------------- Date By /s/ James T. Holder ------------------------ James T. Holder Vice President EX-99.A 2 PRESS RELEASE DATED JANUARY 9, 1998 1 EXHIBIT A NEWS RELEASE CONTACT: Joseph N. Stein, Chief Financial Officer (813) 298-2159 FOR IMMEDIATE RELEASE RALLY'S ANNOUNCES INTENT TO PURCHASE CHECKERS STOCK LOUISVILLE, KY -- January 9, 1998 -- RALLY'S HAMBURGERS, INC., (RLLY:NASDAQ) today announced that it intends to acquire in open market purchases, from time to time, up to 1,000,000 shares of Common Stock of Checkers Drive-in Restaurants, Inc. (CHKR:NASDAQ). As previously announced by Rally's, on December 18, 1997, it purchased 19,100,960 shares of Checkers Common Stock from approximately 30 holders, including certain members of the Board of Directors of Rally's and Checkers. William P. Foley, II, Chairman of the Board of Rally's and Checkers, stated: "We believe the market has undervalued as a result, in part, of recent sales of Checkers Common Stock issued to acquire $3,225,102 of Checkers indebtedness. Rally's believes an increase in its Checkers holdings at the Checkers current market price is a good investment for Rally's and its stockholders." Rally's Hamburgers, Inc., along with its franchisees, operates approximately 473 double drive-thru hamburger restaurants primarily in Midwestern United States. Checkers Drive-In Restaurants, Inc., along with its franchisees, operates approximately 480 double drive-thru hamburger restaurants primarily located in the Southeastern United States. *** -----END PRIVACY-ENHANCED MESSAGE-----