-----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, VR8qBMM3DLpTk+3pQfp2aL3O354NRuP43XJoASN6Uyy8WGMmr1CGLr6znhc/jSTW UvAHYZS9eJOuj3ddsaPvdQ== 0000892569-97-001106.txt : 19970425 0000892569-97-001106.hdr.sgml : 19970425 ACCESSION NUMBER: 0000892569-97-001106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970424 SROS: NYSE GROUP MEMBERS: CKE RESTAURANTS, INC. GROUP MEMBERS: FIDELITY NATIONAL FINANCIAL INC /DE/ SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-40496 FILM NUMBER: 97586421 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148529770 MAIL ADDRESS: STREET 2: 17911 VON KARMAN AVE STE 500 CITY: IRVINE STATE: CA ZIP: 92714 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) RALLY'S HAMBURGERS, INC. (Name of Issuer) Common Stock, par value $.10 per share Title of Class of Securities 751203-10-0 (CUSIP Number) Andrew F. Puzder Executive Vice President and General Counsel Fidelity National Financial, Inc. 17911 Von Karman Avenue Irvine, California 92614 Tel. (714) 622-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 21, 1997 (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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(3) or (4), check the following box //. Check the following box if a fee is being paid with the statement. // 2 SCHEDULE 13D/A CUSIP NO.: 374503 1 10 0 (1) NAME OF REPORTING PERSON: Fidelity National Financial, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: IRS No. 86-0498599 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 2,009,788 (1) (2) (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 2,009,788 (1) (2) (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,009,788 (1) (2) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.8% (3) (14) TYPE OF REPORTING PERSON: CO - ------------------------- (1) Mr. William P. Foley, II, owns 20.3% of the outstanding common stock of Fidelity, and he is Chairman of the Board and Chief Executive Officer of Fidelity. By virtue of such stock ownership and positions, Mr. Foley may be deemed a "controlling person" of Fidelity. Mr. Foley disclaims beneficial ownership of any of the shares of Common Stock held by Fidelity. (2) Does not include warrants to purchase 750,000 shares of common stock at an exercise price of $4.375 which vest on December 20, 1997. See Item 5 of this Amendment Number 4 to Schedule 13D/A. (3) Based upon 20,541,602 shares of Common Stock outstanding as of February 24, 1997. Page 2 of 10 3 ITEM 1. SECURITY AND ISSUER. This Amendment Number 4 amends Amendment No. 3 on Schedule 13D filed with the Securities and Exchange Commission on December 20, 1996, as heretofore amended (the "Schedule 13D/A") with respect to the common stock, par value $0.10 per share (the "Common Stock") of Rally's Hamburgers, Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 10002 Shelbyville Road, Suite 150, Louisville, Kentucky 40223. Other than as set forth herein, there has been no material change in the information set forth in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended to add the following: On December 11, 1996, Fidelity sold 39,000 of its $3.00 options to CKE for $39,000. On March 21, 1997, pursuant to a Settlement and Limited Release Agreement between Giant Group Ltd., Fidelity National Financial, Inc. and CKE, all $4.00 options held by Fidelity were forfeited by Fidelity to Giant Group Ltd. Of the 2,009,788 shares of Common Stock to which this Statement relates (a) 767,807 were purchased by Fidelity on May 3, 1996, for an aggregate purchase price of $638,172.38, which purchase price was funded from general working capital funds, (b) 346,687 shares of Common Stock and 346,687 warrants to purchase shares of Common Stock were acquired by Fidelity on September 26, 1996 due to its exercise of rights under the Company's Rights Offering, and (c) 548,607 were acquired due to Fidelity's exercise of a majority of its $3.00 options on November 27, 1996. This number does not include 750,000 warrants at $4.375 exercisable on or after December 20, 1997 through December 20, 1999, which are not beneficially held at this time. No brokerage commissions were paid in connection with these purchases. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended to add a paragraph as follows: On March 21, 1997, pursuant to a Settlement and Limited Release Agreement between Giant Group Ltd. and Fidelity National Financial, Inc. and CKE 587,607= $4.00 options to purchase 587,607 shares of common stock of the Company from Giant Group Ltd. were forfeited by CKE to Giant Group Ltd. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Section (a) of Item 5 of the Schedule 13D is hereby amended as follows: (a) As of the close of business December 20, 1996, Fidelity is the beneficial owner of 2,009,788 shares of Common Stock of the Company including 1,663,101 shares which are owned directly by Fidelity and 346,687 warrants to purchase Common Stock on September 26, 1996, pursuant to the Company's Rights Offering, which constitute in the aggregate 9.8% of the outstanding shares of Common Stock (based on 20,541,602 shares of Common Stock outstanding as of February 24, 1997). Fidelity also was granted 750,000 warrants to purchase Common Stock on December 20, 1996, exercisable on or after December 20, 1997 through December 20, 1999, which are not beneficially held at this time. Fidelity disclaims beneficial ownership of any of the shares of Common Stock owned by CKE. Page 3 of 10 4 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. April 24, 1997 FIDELITY NATIONAL FINANCIAL, INC. By: /s/ M'LISS JONES KANE ------------------------------------------------- M'Liss Jones Kane Senior Vice President, Corporate Counsel and Corporate Secretary Page 4 of 10 5 EXHIBIT INDEX 99.01 Settlement and Limited Release Agreement entered into by and between Giant Group, Ltd., Fidelity National Financial, Inc., and CKE Restaurants, Inc. on March 21, 1997. Page 6 Page 5 of 10 EX-99.01 2 SETTLEMENT AND LIMITED RELEASE AGREEMENT 1 EXHIBIT 99.01 Settlement and Limited Release Agreement entered into by and between Giant Group, Ltd., Fidelity National Financial, Inc., and CKE Restaurants, Inc. on March 21, 1997. Page 6 of 10 2 SETTLEMENT AND LIMITED RELEASE AGREEMENT THIS SETTLEMENT AND LIMITED RELEASE AGREEMENT ("Agreement") is made and entered into by and between GIANT GROUP, LTD. ("GIANT"), on the one hand, and Fidelity National Financial, Inc. ("Fidelity") and CKE Restaurants, Inc. ("CKE"), on the other hand, as of March 21, 1997. Any reference in this Agreement to a "party" or "the parties" shall refer to a party or the parties to this Agreement. This Agreement is entered into with reference to the following facts: RECITALS A. Certain disputes (the "Disputes") have arisen between GIANT, on the one hand, and Fidelity and CKE, on the other hand, concerning a purchase and standstill agreement made as of April 26, 1996 by and between them (the "Purchase Agreement"). B. The parties are each desirous of settling and fully and finally resolving the Disputes concerning the Purchase Agreement. C. It is not the intent nor the desire of the parties hereto that this Agreement should in any way interfere with, alter, modify or supersede the Purchase Agreement, except as expressly set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, agreements, obligations and promises hereinafter set forth, IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS: 1. OBLIGATIONS AND RELEASES a. Paragraph 3.b. of the Purchase Agreement is hereby deemed deleted, null and void. Any and all rights of Fidelity and CKE, and any and all obligations of GIANT, under said paragraph hereby are fully relinquished and waived. b. GIANT, on behalf of its parent corporations, subsidiary corporations, affiliated corporations, shareholders, officers, directors, partners, agents, representatives, employees, attorneys, successors, predecessors, assignees, heirs, and insurers hereby absolutely and forever releases and discharges Fidelity and CKE, their parent corporations, subsidiary corporations, affiliated corporations, shareholders, officers, directors, partners, agents, representatives, employees, attorneys, successors, predecessors, assignees, heirs, and insurers from any and all claims, demands, damages, debts, obligations and liabilities arising from the facts, circumstances Page 7 of 10 3 and representations made by the parties leading to the execution of the Purchase Agreement by the parties hereto. Nothing in this paragraph shall be construed as releasing Fidelity and CKE from their obligations under the Purchase Agreement except as expressly set forth in this Agreement. c. Fidelity and CKE, on behalf of their parent corporations, subsidiary corporations, affiliated corporations, shareholders, officers, directors, partners, agents, representatives, employees, attorneys, successors, predecessors, assignees, heirs, and insurers hereby absolutely and forever release and discharge GIANT, its parent corporations, subsidiary corporations, affiliated corporations, shareholders, officers, directors, partners, agents, representatives, employees, attorneys, successors, predecessors, assignees, heirs, and insurers from any and all claims, demands, damages, debts, obligations and liabilities arising from the facts, circumstances and representations made by the parties leading to the execution of the Purchase Agreement by the parties hereto. Nothing in this paragraph shall be construed as releasing GIANT from any of its obligations under the Purchase Agreement except as expressly set forth in this Agreement. 2. SUCCESSORS, ASSIGNS AND AFFILIATES All of the terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of the parties, and each of their heirs, beneficiaries, successors, assigns, subsidiaries and affiliated corporations. 3. REPRESENTATION BY COUNSEL AND INTERPRETATION The parties, and each of them, at all times material hereto, have had the opportunity to consult independently with legal counsel of their own choosing concerning their obligations and rights affected by this Agreement, its form and content, and the advisability of executing it. therefore, the parties each acknowledge and agree that this Agreement shall not be deemed to have been prepared or drafted by one party or another, and that its interpretation shall not be resolved by any rule of interpretation providing for interpretation against the drafting party who causes any uncertainty. 4. THIS AGREEMENT IS NOT TO BE CONSTRUED AS AN ADMISSION Acceptance of this Agreement and the payments and other considerations referenced herein are neither intended to be nor shall be construed as an admission of liability on the part of any party to this Agreement, by whom liability is expressly denied; they are also neither intended to be nor shall be construed as an admission of any fact. Page 8 of 10 4 5. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties pertaining to the Disputes as set forth in this Agreement and supersedes all prior or contemporaneous settlement agreements, understandings, writings, communications, representations, negotiations, or discussions, whether oral or written, except as specifically set forth herein. No supplements, modifications, waivers, or terminations of this Agreement shall be binding unless executed in writing by the parties to be bound thereby. No waiver of any provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar, nor shall any such waiver constitute a continuing waiver, unless otherwise expressly provided). Each party warrants, promises, and represents that it is not relying upon any oral representation, promise or statement in executing this Agreement, and that is not relying upon any promise or representation contained in any other written agreement, except the Purchase Agreement. 6. HEADINGS The headings contained in this Agreement have been inserted for convenience only and in no way define, enlarge or limit the scope or interpretation of any provision. 7. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement. 8. GOVERNING LAW This Agreement has been made and entered into in Los Angeles County, California, and shall be construed in accordance with, and be governed by, the laws of the State of California. 9. UNDERSTANDING THE AGREEMENT Each of the undersigned (on behalf of himself, herself and the party for whom they sign) warrants and represents that he/she has full authority to enter into this Agreement on behalf of the party for whom they sign and to make it binding in accordance with its terms and that he/she has read, understands, and agrees fully to all of the terms and conditions of this Agreement. Each of the parties signs this Agreement freely, knowingly, and willingly, and hereby warrants and represents that he/she has not done it under duress of any kind. Page 9 of 10 5 10. MODIFICATION OR WAIVER This Agreement cannot be modified, superseded or changed except by written instrument signed by all the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written. GIANT GROUP, LTD., a Delaware corporation by: /s/ Terry Christensen ------------------------------ name: Terry Christensen title: Director Fidelity National Financial, Inc., a Delaware corporation by: /s/ Andrew Puzder ------------------------------ name: Andrew Puzder title: Executive Vice-President and General Counsel CKE Restaurants, Inc., a Delaware corporation by: /s/ Andrew Puzder ------------------------------ name: Andrew Puzder title: Executive Vice-President and General Counsel Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----