SC 13D/A 1 a67688a5sc13da.txt AMENDMENT NO.5 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 5) UNDER THE SECURITIES EXCHANGE ACT OF 1934 CHECKERS DRIVE-IN RESTAURANTS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 162809-10-7 (CUSIP Number) ROBERT A. WILSON SENIOR VICE PRESIDENT AND ASSISTANT SECRETARY CKE RESTAURANTS, INC. 401 W. CARL KARCHER WAY ANAHEIM, CA 92801 TELEPHONE: (714) 774-5796 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: C. CRAIG CARLSON, ESQ. STRADLING YOCCA CARLSON & RAUTH 660 NEWPORT CENTER DRIVE, SUITE, 1600 NEWPORT BEACH, CA 92660 TELEPHONE: (949) 725-4000 NOVEMBER 14, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed 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(e), 13d-1(f) or 13d-1(g), check the following box. [ ] 2 SCHEDULE 13D --------------------- ----------------- CUSIP NO. 162809-10-7 PAGE 2 OF 3 PAGES --------------------- ----------------- ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CKE Restaurants, Inc. 33-0602639 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 904,357 ------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY OWNED ------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 904,357 ------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 904,357 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 9.58% (1) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ (1) Based upon 9,436,094 shares of the issuer's common stock outstanding as stated on its Quarterly Report on Form 10-Q for the quarterly period ended September 11, 2000. 2 3 This Amendment No. 5 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on January 24, 1997, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 5, 1997 (as amended), by Amendment No. 2 to Schedule 13D filed with the SEC on August 6, 1997, and by Amendment No. 3 to Schedule 13D filed with the SEC on December 30, 1997 (the "Statement"), and Amendment No. 4 to Schedule 13D filed with the SEC on July 19, 2000, and relates to the common stock, par value $0.001 per share (the "Common Stock"), of Checkers Drive-In Restaurants, Inc., a Delaware corporation (the "Company"), and is filed by CKE Restaurants, Inc., a Delaware corporation and one of the Reporting Lenders and Reporting Buyers identified therein pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended. ITEM 4. PURPOSE OF TRANSACTION On November 2, 2000, CKE Restaurants, Inc., a Delaware corporation ("CKE"), sold 20,000 shares of the Company's Common Stock in an open market transaction for a cash purchase price equal to $3.5625 per share, or an aggregate purchase price of $71,250.00. On November 4, 2000, CKE Restaurants, Inc., a Delaware corporation ("CKE"), sold 50,000 shares of the Company's Common Stock in an open market transaction for a cash purchase price equal to $3.5625 per share, or an aggregate purchase price of $178,125.00. On November 14, 2000, CKE Restaurants, Inc., a Delaware corporation ("CKE"), sold 126,800 shares of the Company's Common Stock in an open market transaction for a cash purchase price equal to $3.588 per share, or an aggregate purchase price of $454,958.40. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of November 14, 2000, after giving effect to the transactions described in Item 4 above, CKE beneficially owned 904,357 shares, or approximately 9.58% of the outstanding shares, of the Company's Common Stock. The percentage given is based upon the 9,436,094 shares of the Company's Common Stock outstanding, as stated on its Quarterly Report on Form 10-Q for the quarterly period ended September 11, 2000. 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. Date: November 27, 2000 CKE RESTAURANTS, INC. By: /s/ ROBERT A. WILSON -------------------------------- Name: Robert A. Wilson Title: Senior Vice President and Assistant Secretary 3