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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 18, 1997
RALLY'S HAMBURGERS, INC..
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(Exact Name of Registrant as specified in Charter)
Delaware 0-17980 62-1210077
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
10002 Shelbyville Road, Louisville, Kentucky 40223
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(Address of principal executive offices) (Zip Code)
(502) 245-8900
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 18, 1997, Rally's Hamburgers, Inc., a Delaware corporation
("Rally's"), acquired approximately 19 million shares (the "Checkers Shares") of
the common stock, $.001 par value per share (the "Checkers Common Stock"), of
Checkers Drive-In Restaurants, Inc., a Delaware corporation ("Checkers"),
pursuant to that certain Exchange Agreement, dated as of December 8, 1997 (the
"Exchange Agreement"), between Rally's, CKE Restaurants, Inc. ("CKE"), Fidelity
National Financial, Inc. ("Fidelity"), GIANT GROUP, LTD. ("GIANT") and the other
parties named in Exhibit A to the Exchange Agreement. CKE, Fidelity and GIANT
beneficially owned 4,528,015 shares, 2,009,788 shares and 3,136,849 shares,
respectively, of Rally's Common Stock prior to the consummation of the Exchange
Agreement, approximately 22%, 9.8% and 15.2% of the then outstanding shares of
Rally's Common Stock. In addition, Terry Christensen, William Foley, II, David
Gotterer, Andrew Puzder, Burt Sugarman and C. Thomas Thompson, who are Directors
of Rally's, are parties to the Exchange Agreement. Mary Hart Sugarman, AJ
Sugarman and Al Sugarman, who are also parties to the Exchange Agreement, are
related to Burt Sugarman. The Exchange Agreement is being filed as Exhibit A to
this Current Report on Form 8-K (the "Form 8-K") and is incorporated herein by
this reference.
In consideration of the acquisition of the Checkers Shares, Rally's
issued 3,909,336 shares of its common stock, $.10 par value per share (the
"Rally's Common Stock"), and 45,667 shares of its Series A Participating
Preferred Stock, $.10 par value per share (the "Rally's Preferred Stock"), the
terms of which are set forth in Exhibit B to the Exchange Agreement. The Rally's
Preferred Stock will be converted into 4,566,700 shares of Rally's Common Stock
upon approval of such conversion by Rally's stockholders. The exchange ratio
used to determine the number of shares of Rally's Common Stock (including the
shares to be issued upon conversion of the Rally's Preferred Stock) to be issued
pursuant to the Exchange Agreement was based upon the average closing price of
the Checkers Common Stock and the Rally's Common Stock for the five trading days
preceding the public announcement of the proposed exchange on September 22,
1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) & (b) Any financial statements required to be filed pursuant hereto
will be filed with an amendment to this Form 8-K on or prior to March 3, 1998.
(c) Exhibits.
Exhibit A -- Exchange Agreement, dated as of December 8, 1997,
between Rally's, CKE, Fidelity, GIANT and the other parties named in Exhibit A
thereto (incorporated by reference to Exhibit A to Rally's Statement on Schedule
13D, dated December 18, 1997, with respect to Checkers Common Stock).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RALLY'S HAMBURGERS, INC.
December 31, 1997 By: /s/ James T. Holder
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(Date) James T. Holder
Vice President
