-----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, N7yT9Rsb7JnGm/ogNdW2WmJNniJXTA0uSitx9M81NVduXqS/0ey14e4qnRsA1c5e YaqLzMufm/4Ou+M3JpmR5Q== 0000950120-06-000108.txt : 20060221 0000950120-06-000108.hdr.sgml : 20060220 20060217175137 ACCESSION NUMBER: 0000950120-06-000108 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060217 EFFECTIVENESS DATE: 20060221 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19649 FILM NUMBER: 06630441 BUSINESS ADDRESS: STREET 1: 4300 WEST CYPRESS STREET STREET 2: SUITE 600 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8132837000 MAIL ADDRESS: STREET 1: 4300 WEST CYPRESS STREET STREET 2: SUITE 600 CITY: TAMPA STATE: FL ZIP: 33607 DEFA14A 1 form8-k.htm FORM 8-K Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2006

CHECKERS DRIVE-IN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

Commission File Number: 0-19649

I.R.S. Employer Identification Number: 58-1654960

4300 West Cypress Street,
Tampa, Florida 33607
Telephone: (813) 283-7000
(Address of principal executive offices and telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 1.01. Entry into a Material Definitive Agreement.

On February 16, 2006, Checkers Drive-In Restaurants, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Taxi Holdings Corp., a Delaware corporation, and Taxi Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Taxi Holdings Corp. The Company will file an Amendment to this Current Report on Form 8-K within four business days of February 16, 2006, describing the terms of the Merger Agreement that are material to the Company and any other information required by this Item 1.01.

A press release issued by the Company on February 17, 2006, relating to the Merger Agreement and the Merger and attached as Exhibit 99.1 hereto, is incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits.

(d)  Exhibits.

99.1 Press Release, dated February 17, 2006
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

   
CHECKERS DRIVE-IN RESTAURANTS, INC.
 
 
Date: February 17, 2006
By:
/s/ Brian R. Doster
   
Brian R. Doster,
Vice President, Corporate Counsel and Secretary
 

EXHIBIT INDEX

Exhibit
Number
Exhibit
 
99.1
 

 
 EX-99.1 2 newsrelease.htm PRESS RELEASE DATED FEBRUARY 17, 2006 Press Release dated February 17, 2006
EXHIBIT 99.1
 
CHECKERS DRIVE-IN RESTAURANTS, INC.
 
4300 West Cypress Street, Suite 600 * Tampa, FL 33607 * (813) 283-7000 * (813) 283-7001
 
NEWS RELEASE
 
Checkers Drive-In Restaurants, Inc.
Reaches Agreement with Taxi Holdings,
an affiliate of Wellspring Capital
- Company to Be Acquired For $15.00 Cash per Share -

TAMPA, FL., February 17, 2006 -- Checkers Drive-In Restaurants, Inc. (NASDAQ: CHKR) announced today that it has entered into a definitive agreement with Taxi Holdings Corp., an affiliate of Wellspring Capital Management LLC, a private equity firm, whereby Taxi Holdings will acquire all of Checkers’ outstanding shares for $15.00 per share in cash.

The total transaction value is approximately $188 million, including the assumption of Checkers’ debt. The acquisition agreement has been approved by the Checkers Board of Directors and by the Special Committee of the Board formed to explore strategic alternatives, and is expected to close in the second quarter of 2006. Completion of the transaction is subject to customary conditions and regulatory approvals and the approval of holders of a majority of Checkers’ outstanding shares. Wellspring has furnished Checkers with commitment letters for the equity and debt financing necessary for the transaction.

“Nine months ago the Board of Directors publicly announced a process seeking strategic and financial alternatives to enhance shareholder value and established a Special Committee to that end,” said Peter O’Hara, Chairman of the Board of Checkers. “After an exhaustive process, the Special Committee and the Board determined that this transaction offered shareholders the best opportunity to maximize value from the pre-announcement stock price. We are confident that the Company will benefit from Wellspring’s innovative operational strategies and financing expertise.”

Carl Stanton, Partner of Wellspring, said: “Checkers has a unique double drive-thru concept with great food, and a fun, fast-paced brand image, focused on serving consumers on-the-go. We look forward to working with the Company's current management, who we hope will join us as equity owners of the Company, to continue the expansion of the Checkers and Rally’s concepts.”

Citigroup Corporate and Investment Banking acted as exclusive financial advisor to the Special Committee in connection with the acquisition transaction. Morgan Keegan is acting as a financial advisor to Wellspring Capital. Guggenheim Corporate Funding, LLC will provide the debt financing to support Taxi Holdings’ acquisition. Thelen Reid & Priest LLP is acting as legal advisor to the Special Committee. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Taxi Holdings and Wellspring.
 
 
About Checkers Drive-In Restaurants, Inc.
 
Checkers Drive-In Restaurants, Inc. is headquartered in Tampa, Florida. For more information about the Company, please visit http://www.checkers.com .
 
About Wellspring Capital Management LLC
Founded in 1995, Wellspring Capital Management LLC is a New York-based private equity firm with more than $2 billion in equity capital under management. The firm takes controlling positions in promising middle-market companies where it can realize substantial value by contributing innovative operating and financing strategies and capital. Wellspring's limited partners include some of the largest and most respected institutional investors in the United States, Canada, and Europe.

Wellspring Capital's current portfolio includes investments in food distribution, for-profit, post-secondary education, golf retail, steel servicing, and other industries. For more information visit Wellspring Capital's website at www.wellspringcapital.com.
 
Additional Information
In connection with the proposed merger, Checkers intends to file relevant materials with the SEC, including a proxy statement. Shareholders of Checkers are urged to read these materials when they become available and before making any voting decision with respect to the merger, because they will contain important information about Checkers, Taxi Holdings and the proposed merger. The proxy statement and other relevant materials (when they become available) and any other documents filed by Checkers with the SEC may be obtained free of charge at the SEC's website at www.sec.gov or at Checkers’ website at www.checkers.com.

Proxies may be solicited on behalf of Checkers by members of its Board of Directors and executive officers. Information about such persons can be found in Checkers’ definitive proxy statement relating to its 2005 Annual Meeting of Shareholders, which was filed with the SEC on April 22, 2005 and may be obtained free of charge at the SEC's website at www.sec.gov or at Checkers’ website at www.checkers.com.

Except for historical information, this announcement contains "forward-looking" and "Safe Harbor" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. These forward-looking and Safe Harbor statements reflect management's expectations based upon currently available information and data; however, actual results are subject to future events and uncertainties, which could cause actual results to materially differ from those projected in these statements. Factors that can cause actual results to materially differ include, but are not limited to: the uncertainties associated with litigation; increased advertising, promotions and discounting by competitors which may adversely affect sales; the ability of the Company and its franchisees to open new restaurants and operate new and existing restaurants profitably; increases in food, labor, utilities, employee benefits and similar costs; economic and political conditions where the Company or its franchisees operate;
 
 
and new product and concept developments by food industry competitors and ability to consummate the announced transaction. Further information regarding factors that could affect the Company's financial and other results is included in the Company's Forms 10Q and 10K, filed with the Securities and Exchange Commission.
 
Contacts:
   Investor Relations
   Brad Cohen
   Integrated Corporate Relations, Inc.
   (203) 682-8211

 

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