UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 36)
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)
Bruce A. Rich, Esq.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 2, 1998
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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 [ ].
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, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 00760G10
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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
WC
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,828,143*
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,828,143*
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,143*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14 TYPE OF REPORTING PERSON
CO
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*Excludes shares owned by KCC Delaware Company, a wholly-
owned subsidiary.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 00760G10
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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
WC
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,397,475*
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,397,475*
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,475*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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14 TYPE OF REPORTING PERSON
CO
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*Excludes shares owned by GIANT GROUP, LTD., the parent
corporation
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Pursuant to Rule 13d-2 under the Securities Exchange Act of
1934, this Amendment No. 36 amends 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 and a wholly-owned subsidiary of GIANT
("KCC") (as to Amendments Nos. 24-35), with respect to the
common stock, par value $.10 per share ("Rally's Common Stock"),
of Rally's Hamburgers, Inc., a Delaware corporation ("Rally's"),
collectively referred to herein as the "Schedule." Unless
otherwise indicated herein, capitalized terms used herein have
the meanings ascribed to them in the Schedule. Except as
otherwise expressly indicated below, the information contained in
the Schedule, as amended to date, remains in effect.
ITEM 4. PURPOSE OF TRANSACTION.
On November 2, 1998, GIANT, Rally's, and Checkers Drive-In
Restaurants, Inc., a Delaware corporation ("Checkers"), announced
the termination of the letter of intent (the "Letter of Intent"),
dated as of September 25, 1998, which had provided for an
exclusive negotiation period during which the three companies
would seek to enter into an agreement for a merger to combine the
three companies. GIANT had filed Amendment No. 35 for an event
of September 25, 1998 announcing its entry into the Letter of
Intent and included as Exhibit 43 thereto a copy of the Letter of
Intent.
GIANT has been actively pursuing opportunities to purchase
operating companies and to redeploy GIANT's assets and will
continue to pursue opportunities following the termination of
the Letter of Intent. Should either Rally's or Checkers propose
some form of combination transaction, in light of GIANT's long
relationship with Rally's and Checkers, GIANT would consider such
transaction but no assurance can be given that such a transaction
will be proposed or occur. GIANT will continue to evaluate its
interest in Rally's with respect to maintaining its present
position, increasing its position or disposing of some or all of
its present equity interests in Rally's. GIANT's decision with
respect to its equity interest in Rally's will depend upon
several factors, including the prospects of Rally's, other
acquisition proposals under review, other activities then engaged
in by GIANT, general market and economic conditions, and other
factors then deemed relevant.
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 to Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
45 Press Release, dated November 2, 1998, issued by GIANT,
Rally's and Checkers.
-4-
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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 the statement
is true, complete and correct.
GIANT GROUP, LTD.
By: /s/ William H. Pennington
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Name: William H. Pennington
Title: Vice President
Dated: November 4, 1998
-5-
<PAGE>
Exhibit Index
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Exhibit Description
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45 Press Release, dated November 2, 1998, issued by
GIANT, Rally's and Checkers.
-6-
GIANT GROUP, LTD.
RALLY'S HAMBURGERS, INC.
AND CHECKERS DRIVE-IN RESTAURANTS, INC.
TERMINATE PROPOSED MERGER
FOR IMMEDIATE RELEASE
NOVEMBER 2, 1998
GIANT GROUP, LTD. (NYSE:GPO), RALLY'S HAMBURGERS, INC.
(NASDAQ:RLLY), AND CHECKERS DRIVE-IN RESTAURANTS, INC.
(NASDAQ:CHKR) announced today the termination of their proposed
merger. The merger was terminated when the definitive merger
agreement could not be finalized within the allowed time period.
GIANT owns approximately 11% of Rally's stock and Rally's owns
approximately 26% of Checkers' stock.
Jay Gillespie, CEO of Checkers and Rally's stated that "we
will continue to move forward on our strategic initiatives, which
are designed to increase sales and improve margins".
A spokesman for GIANT said that despite the termination of
the transaction, GIANT remains enthusiastic about the progress
made by the management of Rally's and Checkers.
Additional Information:
Jay Gillespie, CEO of Rally's and Checkers at (727) 519-2000
Burt Sugarman, CEO of GIANT at (310) 273-5678
