<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RALLY'S HAMBURGERS, INC.
------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
--------------------------------------
Title of Class of Securities
751203-10-0
-----------
(CUSIP Number)
Robert Wilson
Vice President, General Counsel and Secretary
CKE Restaurants, Inc.
1200 North Harbor Boulevard
Anaheim, California 92801
Tel. (714) 774-5796
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 26, 1996
------------------
(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(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement /x/.
Page 1 of 4 Pages
<PAGE> 2
SCHEDULE 13D/A
CUSIP NO.: 374503 1 10 0
(1) NAME OF REPORTING PERSON:
CKE Restaurants, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
IRS No. 33-0602639
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 4,301,166 (1) (2)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 4,301,166 (1) (2)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,301,166 (1) (2)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21
(14) TYPE OF REPORTING PERSON: CO
- ------------------
(1) Mr. William P. Foley, II, is Chairman of the Board and Chief Executive
Officer of CKE Restaurants, Inc. ("CKE"). A limited partner whose
general partner is controlled by Mr. Foley owns 19.4% of the
outstanding Common Stock of CKE, and Fidelity owns 2.7% of the
outstanding Common Stock of CKE. By virtue of such stock ownership and
positions, Mr. Foley may be deemed a "controlling person" of CKE.
Mr. Foley disclaims beneficial ownership of any of the shares of
Common Stock held by CKE.
(2) Includes shares of Common Stock issuable upon exercise of (i)
1,175,214 currently exercisable options. See Item 5 of this Amendment
to Schedule 13D.
(3) Based upon 20,509,674 shares of Common Stock outstanding as of
September 26, 1996.
Page 2 of 4 Pages
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Amendment Number 1 amends the statement on Schedule 13D filed
with the Securities and Exchange Commission on May 3, 1996, as heretofore
amended (the "Schedule 13D") with respect to the Common Stock, par value $0.10
per share (the "Common Stock") of Rally's Hamburgers, Inc., a Delaware
corporation (the "Company"), with its principal executive offices located at
10002 Shelbyville Road, Suite 150, Louisville, Kentucky 40223.
Other than as set forth herein, there has been no material change in the
information set forth in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
The information regarding the directors and officers in Item 2 is
hereby amended as follows:
Schedule I is amended to add Rory J. Murphy as an Executive Vice
President.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to add the following:
In addition to the 3,525,646 shares of Common Stock reported on
Schedule 13D, on May 3, 1996, CKE acquired 775,520 Units, each consisting of
one share of Common Stock and one Warrant. The Units were $2.25 each totaling
$1,744,920.00 as an aggregate purchase price, which purchase price was funded
from CKE's general working capital funds. The options granted to Fidelity and
CKE by Grant Group, Ltd. were adjusted due to the recapitalization of the
Company and CKE currently holds 1,538,225 of currently exercisable options.
Of the 4,301,166 shares of Common Stock to which this Statement
relates (a) 2,350,432 were purchased by Fidelity on May 3, 1996, for an
aggregate purchase price of $4,113,256.00, which purchase price was funded from
general working capital funds, (b) 1,175,214 are the subject of currently
exercisable options granted to CKE, and (c) 775,520 shares were acquired by
Fidelity on September 26, 1996 due to its exercise of rights under the
Company's Rights Offering. No brokerage commissions were paid in connection
with these purchases.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended to add a paragraph as
follows:
The Company distributed to holders of record of shares of its Common
Stock, par value $.10 per share, as of the close of business on July 31, 1996
(the "Record Date"), transferable subscription rights (the "Rights") to
purchase Units ("Units") consisting of one share of Common Stock and one
Warrant to purchase an additional share of Common Stock (the "Warrants") (the
"Rights Offering"). CKE was a holder on the Record Date. On September 26, 1996
CKE exercised its rights to purchase 775,520 Units consisting of one share of
Common Stock and one Warrant to purchase an additional share of Common Stock
pursuant to the Rights Offering by the Company. The Company distributed one
Right for each share of Common Stock held on the Record Date. For each 3.25
Rights held, a holder had the right to purchase one Unit for $2.25 per Unit.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Section (a) of Item 5 of the Schedule 13D is hereby amended as
follows:
(a) As of the close of business September 26, 1996, CKE is the
beneficial owner of 4,301,166 shares of Common Stock including 3,125,952 shares
which are owned directly by CKE, 1,175,214 shares which are the subject of
currently exercisable options granted to CKE, which constitute in the aggregate
21% of the outstanding shares of Common Stock (based on 20,509,674 shares of
Common Stock outstanding as of September 26, 1996). CKE disclaims beneficial
ownership of any of the shares of Common Stock owned by Fidelity.
Page 3 of 4 Pages
<PAGE> 4
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.
October 16, 1996 CKE RESTAURANTS, INC.
By: /s/ ROBERT WILSON
-----------------------------------
Robert Wilson
Vice President, General Counsel and
Secretary
Page 4 of 4 Pages
