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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 33)*
Rally's Hamburgers, Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
751203-10-0
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(CUSIP Number)
Gary N. Jacobs, Esq.
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
2121 Avenue of the Stars, 18th Flr.
Los Angeles, CA 90067
(310) 553-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 1997
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(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.)
(Continued on following page(s))
PAGE 1 OF 5 PAGES
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SCHEDULE 13D
CUSIP No. 751203-10-0 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GIANT GROUP, LTD.
I.R.S. #23-0622690
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,739,374 shares**
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,739,374 shares**
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,739,374 shares**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**EXCLUDES SHARES OWNED BY KCC DELAWARE COMPANY, A WHOLLY OWNED SUBSIDIARY.
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SCHEDULE 13D
CUSIP No. 751203-10-0 Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KCC DELAWARE COMPANY
I.R.S. #23-2360456
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,397,475 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,397,475 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,475 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Reference is hereby made to that certain Schedule 13D, dated October
20, 1989, as amended, filed by GIANT GROUP, LTD., a Delaware corporation
("GIANT"), and KCC Delaware Company, a Delaware corporation ("KCC") (as to
Amendments Nos. 24-32), with respect to the common stock, par value $0.10 per
share (the "Common Stock"), of Rally's Hamburgers, Inc., a Delaware corporation
("Rally's"), collectively referred to herein as the "Schedule." Unless
otherwise indicated, capitalized terms used herein have the meanings ascribed
to them in the Schedule. Unless otherwise indicated herein, the information
contained in the Schedule, as amended to date, remains unchanged. The Schedule
is hereby amended as follows:
Item 2. Identity and Background
Item 2 is hereby amended by adding the following:
On March 24, 1997 Jeffrey Rosenthal became a director of GIANT. Mr.
Rosenthal is the Chairman and Chief executive Officer of TV Fanfare
Publications, Inc., an international advertising agency. Mr. Rosenthal's
business address is 25300 Rye Canyon Road, Valencia, California 91355. During
the last five years Mr. Rosenthal has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in Mr. Rosenthal becoming subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or a
finding of a violation of such laws.
Item 4. Purpose of Transaction
Item 4 of the Schedule is hereby amended by adding the following:
On December 12, 1996 GIANT sold 39,000 shares of Common Stock for
$3.00 per share to Fidelity National Financial, Inc. ("Fidelity"). Such sale
was pursuant to the exercise of options granted to Fidelity pursuant to the
Purchase and Standstill Agreement dated as of April 26, 1996 (the "Purchase
Agreement") among GIANT, Fidelity and CKE Restaurants, Inc. ("CKE") previously
filed as Exhibit 39 to Amendment 29 to the Schedule.
On March 21, 1997 GIANT, Fidelity and CKE entered into a Settlement
and Limited Release Agreement (the "Agreement"), a copy of which is attached
hereto as Exhibit 40 and incorporated herein by reference. Pursuant to the
Agreement, among other things, (i) certain options to purchase shares of
Rally's Common Stock previously granted by GIANT to Fidelity and CKE were
terminated, (ii), GIANT released and discharged Fidelity and CKE 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, and (iii) Fidelity and CKE released and
discharged GIANT from any and all claims, demands, damages, debts obligations
and liabilities arising from the facts, circumstances and representations made
by the parties to the Purchase Agreement leading to the execution of such
Purchase Agreement.
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Except as set forth herein, neither GIANT nor KCC has any current
plans or proposals of the type set forth in paragraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule is hereby amended by adding the following:
As of the date hereof, GIANT beneficially owns 1,739,374 shares of
Rally's Common Stock, representing approximately 8.5% of the shares
outstanding, and KCC beneficially owns 1,397,475 shares of Rally's Common
Stock, representing approximately 6.8% of the shares outstanding. (The Form
10-K for the fiscal year ended December 29, 1996 reported that Rally's had
outstanding 20,541,602 shares of Common Stock as of February 24, 1997).
As of March 14, 1997, directors and executive officers of GIANT
beneficially owned the following shares of Common Stock of Rally's: Burt
Sugarman --- 485,833 shares which may be acquired under stock options
exercisable within 60 days, but excluding (i) 3,230 shares held as custodian
for his minor child, as to which he disclaims beneficial ownership, (ii)
3,136,849 shares owned by GIANT and KCC, of which Mr. Sugarman may be deemed
to be a controlling person, and (iii) 145,884 shares beneficially owned by Mr.
Sugarman's spouse (including 104,692 shares underlying presently exercisable
options and warrants), as to which shares he disclaims beneficial ownership;
David Gotterer --- 279,730 shares (including 251,615 shares which may be
acquired under stock options and warrants exercisable within 60 days) but
excluding 22,500 shares underlying options held by Mr. Gotterer, as to which
shares he disclaims beneficial ownership since a business partner is entitled
to the beneficial ownership of such shares upon any exercise of such options;
Terry Christensen --- 168,230 shares (including 165,615 shares which may be
acquired under stock options and warrants exercisable within 60 days); Jeffrey
Rosenthal 211,152 shares (including 198,076 shares which may be acquired under
presently exercisable stock options and warrants); Cathy Wood, the Company's
Vice President, Chief Financial Officer, Secretary and Treasurer, 25,000 shares
(including 25,000 shares which may be acquired under presently exercisable
stock options).
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 4 to this Amendment No. 33 which is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
40 Form of Settlement
and Limited
Release Agreement
</TABLE>
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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.
Dated: April 16, 1997
GIANT GROUP, LTD.
By: /s/ CATHY L. WOOD
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Cathy L. Wood
Chief Financial Officer,
Secretary and Treasurer
KCC Delaware Company
By: /s/ CATHY L. WOOD
-------------------------
Cathy L. Wood
Chief Financial Officer,
Secretary and Treasurer
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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,
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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 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
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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.
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.
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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.
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:___________________________________________
name: Terry Christensen
title: Director
Fidelity National Financial, Inc.,
a Delaware corporation
by: __________________________________________
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Name: Andrew Puzder
Title: Executive Vice-President and
General Counsel
CKE Restaurants, Inc., a Delaware corporation
By:___________________________________________
Name: Andrew Puzder
Title: Executive Vice-President and
General Counsel
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