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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHECKERS DRIVE-IN RESTAURANTS, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
________________________________________________________________________________
(Title of Class of Securities)
751203-10-0
_______________________________________________________________
(CUSIP Number)
Pasquale A. Ambrogio
9440 Santa Monica Boulevard
Suite 407
Beverly Hills, California 90210
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 29, 2000
_______________________________________________________________
(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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See(S)240.13d-7 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).
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CUSIP NO. 751203-10-0 SCHEDULE 13D Page 2 of 7 Pages
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
GIANT GROUP, LTD.
I.R.S. #23-0622690
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 274,067 shares**
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 274,067 shares**
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 274,067**
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
(See Instructions) [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.9%
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TYPE OF REPORTING PERSON (See Instructions)
14 CO
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* SEE INSTRUCTIONS BEFORE FILING OUT!
**Excludes shares owned by KCC Delaware Company, a wholly owned subsidiary.
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CUSIP NO. 751203-10-0 SCHEDULE 13D Page 3 of 7 Pages
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
KCC DELAWARE COMPANY
I.R.S. #23-2360456
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 483,216
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 483,216
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
483,216
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
(See Instructions) [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.1%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 2. Identity and Background
This Schedule is filed on behalf of GIANT GROUP, LTD. ("GIANT") and KCC
Delaware Company ("KCC"), a wholly owned subsidiary of GIANT. Both GIANT and KCC
are Delaware corporations and are making this joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
GIANT, thru its 100% owned subsidiary Periscope Sportswear,
Inc.("Periscope"), manufactures women and children's clothing. GIANT's principal
office and principal place of business are located at 9440 Santa Monica Blvd.,
Suite 407, Beverly Hills, California 90210. Periscope's principal office and
principal place of business are located at 1407 Broadway #620, New York, New
York 10018.
KCC is in the business of acquiring, holding and disposing of investment
securities for its own account. KCC's principal office and principal place of
business are located at 9440 Santa Monica Blvd., Suite 407, Beverly Hills,
California 90210.
Burt Sugarman, David Gotterer, Terry Christensen, David Malcolm and Jeffrey
Rosenthal are the directors of GIANT. Burt Sugarman and David Gotterer are the
directors of KCC. The persons listed below hold the offices of GIANT and KCC
indicated next to their names.
Name Office
---- ------
Burt Sugarman Chairman, President and Chief
Executive Officer
of GIANT and KCC
Pasquale A. Ambrogio Vice President, Chief
Financial Officer, Secretary
and Treasurer of GIANT
and KCC
Mr. Sugarman's principal occupation is President, Chief Executive Officer
and Chairman of the Board of GIANT and KCC. Mr. Sugarman's principal place of
business is 9440 Santa Monica Blvd., Suite 407, Beverly Hills, California 90210
and he is a citizen of the United States. Mr. Sugarman is also a director of
Checkers.
Mr. Gotterer's principal occupation is senior partner in the accounting
firm of Mason & Company. Mr. Gotterer's principal place of business is 400 Park
Avenue, New York, New York 10022 and he is a citizen of the United States. Mr.
Gotterer is also a director of Checkers.
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Terry Christensen's principal occupation is senior partner of the law firm
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP. Mr.
Christensen's principal place of business is 2121 Avenue of Stars, 18th Floor,
Los Angeles, California 90067. Mr. Christensen is a citizen of the United States
and he is also a director of Checkers.
David Malcolm's principal occupation is Chairman of the Board of Suncoast
Financial Mortgage Corporation. Mr.Malcolm's principal place of business is 750
"B" Street, Suite 3130, San Diego, California 92101. Mr. Malcom is a citizen of
the United States.
Jeffrey Rosenthal's principal occupation is Chairman of the Board of TV
Fanfare. Mr. Rosenthal's principal place of business is 25300 Rye Canyon Road,
Valencia, CA 91355. Mr. Rosenthal is a citizen of the United States.
Pasquale A. Ambrogio's principal occupation is Vice President, Chief
Financial Officer, Secretary and Treasurer of GIANT and KKC. Mr. Ambrogio's
principal place of business is 9440 Santa Monica Boulevard, Suite 407, Beverly
Hills, California 90210. Mr. Ambrogio is a citizen of the United States.
During the past five years, GIANT, KCC or any of Messrs. Sugarman,
Gotterer, Christensen, Malcolm, Rosenthal and Ambrogio have not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or were a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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 finding
any violation with respect to such laws.
In September 1997, the Company filed amendment 34 to Schedule 13D dated
October 20, 1989, as amended, reporting that GIANT beneficially owned 1,739,374
shares of Rally's Hamburgers, Inc. ("Rally's") par value $0.10 common stock, and
that KCC beneficially owned 1,397,475 shares of Rally's par value $0.10 common
stock. On August 9, 1999, GIANT AND KCC'S investment in Rally's common stock was
converted into Checkers Drive-In Restaurants, Inc. ("Checkers") common stock,
par value $.001 per share, as a result of Checkers and Rally's merging in an
all-stock transaction. The merger agreement, approved by the stockholders of
both Checkers and Rally's, provided that each outstanding share of Rally's stock
be exchanged for 1.99 shares of Checkers stock. In addition, the Checkers
stockholders approved a post-merger one-for-twelve reverse stock split.
Subsequent to the merger and reverse stock split, GIANT beneficially owned
303,167 shares of Checkers par value $.001 common stock and KCC beneficially
owned 231,747 shares of Checkers par value $.001 common stock. In total, the
Company beneficially owned 6% of the outstanding shares of Checkers par value
$.001 common stock. In addition, KCC owns warrants to purchase 237,416 shares of
Checkers par value $.001 common stock at a strike price of $3.00. On July 10,
2000, GIANT sold 29,100 shares of Checkers par value $.001 common stock in the
open market at a price range between $5.25 to $5.50 and received
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proceeds net of commissions of $154,211. This was not a reportable transaction
under the Securities Act of 1934.
Item 3. Source and Amount of Funds
On August 29, 2000, KCC acquired 251,469 shares of Checkers par value $.001
common stock from Santa Barbara Restaurant Group ("Santa Barbara") for
consideration consisting of 1,005,877 shares of Santa Barbara $0.08 par value
common stock. The Santa Barbara shares were recorded as marketable securities
and were included in the KCC's current assets.
Item 4. Purpose of Transaction
GIANT and KKC hold their stock for investment purposes. KCC acquired the
Checkers stock from Santa Barbara in order to increase its investment in
Checkers at an attractive price.
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
(a) GIANT beneficially owns 274,067 shares of Checkers par value $.001
common stock, representing approximately 2.9% of the shares
outstanding, and KCC beneficially owns 483,216 shares of Checkers
par value $.001 common stock, representing approximately 5.1% of the
shares outstanding, based upon shares of Checkers's par value $.001
common stock outstanding on August 18, 2000 reported in Checker's
Year 2000 Notice of Annual Meeting of Stockholders.
(b) GIANT has the sole power to vote and the sole power to dispose of
274,067 shares of Checkers' par value $.001 common stock. KCC has
the sole power to vote and the sole power to dispose of 483,216
shares of Checkers' par value $.001 common stock. GIANT is the sole
stockholder of KCC.
(C) Messrs. Sugarman, Gotterer, Christensen and Ambrogio and Mr.
Sugarman's wife have the sole power to dispose of the shares of
Checkers par value $.001 common stock he or she directly owns.
Mr. Sugarman has voting and dispositive power of these shares held
by his minor child.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Items 2 and 5 of this Form 13-D.
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Item 7. Material to be Filed as Exhibits
None.
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: September 12, 2000
GIANT GROUP, LTD.
By: /s/ Pasquale A. Ambrogio
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Pasquale A. Ambrogio
Vice President, Chief Financial Officer,
Secretary and Treasurer
KCC Delaware Company
By: /s/ Pasquale A. Ambrogio
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Pasquale A. Ambrogio
Vice President, Chief Financial Officer,
Secretary and Treasurer
