-----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, SLqDgqGqBreOUhEKs9hO2HT3LFfx3iMJV0H+26nGXH6skOCvgMAa8PhQE1a7ni1l GKonsWKStaY8PO8tRsR8bA== 0001047469-99-039057.txt : 19991018 0001047469-99-039057.hdr.sgml : 19991018 ACCESSION NUMBER: 0001047469-99-039057 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990809 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991015 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-19649 FILM NUMBER: 99729578 BUSINESS ADDRESS: STREET 1: 14255 49TH STREET NORTH BLDG I CITY: CLEARWATER STATE: FL ZIP: 33762 BUSINESS PHONE: 7275192000 MAIL ADDRESS: STREET 1: 14255 49TH STREET NORTH BLDG I CITY: CLEARWATER STATE: FL ZIP: 33762 8-K/A 1 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------ FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 1999 ------------------------------------------- CHECKERS DRIVE-IN RESTAURANTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19649 58-165496 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 14255 49th Street North, Building I, Clearwater, Florida 89109 (Address of Principal Executive Offices) (Zip Code) --------------------------------------------- (727) 519-2000 --------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS The purpose of this Amendment No. 1 to Checkers Drive-In Restaurants, Inc.'s Form 8-K, dated August 9, 1999, is to include information relating to the Rally's Hamburgers, Inc. 9 7/8 Senior Notes, due June 15, 2000 (the "Notes"), that were assumed by Checkers on August 9, 1999 in connection with the merger between Checkers and Rally's Hamburgers, Inc. The Notes were assumed by Checkers pursuant to the terms of that certain Supplemental Indenture, dated August 9, 1999, by and between Checkers, as successor by merger to Rally's, and Chase Manhattan Trust Company, N.A., as trustee. The Notes are registered securities of Checkers under paragraph 12(b) of the Securities Exchange Act of 1934 (the "Act"), by operation of Rule 12g-3 under the Act. The Notes are currently being traded on the New York Stock Exchange under the symbol RLLY 00. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Supplemental Indenture, dated August 9, 1999, by and between Checkers Drive-In Restaurants, Inc., a Delaware corporation, as successor by merger to Rally's Hamburgers, Inc., a Delaware corporation, and Chase Manhattan Trust Company, N.A., as trustee. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: October 13, 1999 By: /s/ RICHARD A. PEABODY -------------------------------------- Name: Richard A. Peabody Title: Senior Vice-President and Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 THIS SUPPLEMENTAL INDENTURE is made and entered into as of August 9, 1999 by and between Checkers Drive-In Restaurants, Inc., a Delaware corporation (the "Company"), as successor by merger to Rally's Hamburgers, Inc., a Delaware corporation ("Rally's"), and Chase ManhattanTrust Company, N.A., as trustee ("the "Trustee"). Capitalized terms not defined herein shall have the same meaning as those ascribed to them in the Indenture (as defined below). RECITALS WHEREAS, Rally's, certain of its subsidiaries, as subsidiary guarantors, and PNC Bank, Kentucky, Inc., as trustee, entered into that certain Indenture, dated as of March 1, 1993 (as amended and/or supplemented, the "Indenture"), related to the issuance by Rally's of its 9 7/8% Senior Notes due June 15, 2000; WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of January 28, 1999, by and between the Company and Rally's, Rally's is being merged with and into the Company on or about August 9, 1999 (the "Merger"); WHEREAS, the Company, as the surviving corporation in the Merger, has taken all necessary corporate action to duly authorize the execution and delivery of this Supplemental Indenture; and WHEREAS, the Company is delivering to the Trustee, concurrently herewith, the documents required by the Indenture in connection with the Merger and this Supplemental Indenture; NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree, for the benefit of each other and the holders of the Securities, as follows: ARTICLE I ASSUMPTION OF OBLIGATIONS SECTION 1.01 The Company hereby expressly assumes all of the obligations of Rally's under the Securities and the Indenture upon the effectiveness of the Merger. ARTICLE II CONCERNING THE TRUSTEE SECTION 2.01 The Trustee hereby accepts the trusts hereby declared and provided and agrees to perform the same upon the terms and conditions set forth in the Indenture and in this Supplemental Indenture, including the terms and provisions defining and limiting the liabilities in the performance of the trust created by the Indenture, as supplemented by this Supplemental Indenture. SECTION 2.02 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company. ARTICLE III MISCELLANEOUS SECTION 3.01 Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. SECTION 3.02 The Trustee may place an appropriate notation about the Supplemental Indenture on any Security authenticated after the execution and delivery of this Supplemental Indenture. The Company may, in its sole discretion, issue in exchange for all outstanding Securities, and the Trustee shall then authenticate, new Securities that reflect the Supplemental Indenture. SECTION 3.03 Except as modified herein, the Indenture is in all respects confirmed and preserved, and all provisions of the Indenture shall remain in full force and effect. SECTION 3.04 This Supplemental Indenture may be executed in any number of counterparts, and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. SECTION 3.05 This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflicts of laws rules thereof. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed as of the day and year first above written. CHECKERS DRIVE-IN RESTAURANTS, INC. By: /s/ RICHARD A. PEABODY ------------------------------ Richard A. Peabody Its: Senior Vice President & Chief Executive Officer ATTEST: /s/ DREW SIMONS (SEAL) - ---------------------------------- Drew Simons Its: General Counsel and Secretary CHASE MANHATTAN TRUST COMPANY, N.A., AS TRUSTEE By: /s/ JACK R. CORNWALL ------------------------------ Name: Jack R. Cornwall Title: Asst. Vice President ATTEST: /s/ MARK A. HUDSON (SEAL) - ---------------------------------- Name: Mark A. Hudson Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----