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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
RALLY'S HAMBURGERS, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
Title of Class of Securities
751203-10-0
(CUSIP Number)
Andrew F. Puzder
Executive Vice President and General Counsel
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)
MARCH 21, 1997
(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.
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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: 4,528,015 (1) (2)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 4,528,015 (1) (2)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,528,015 (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): 22% (3)
(14) TYPE OF REPORTING PERSON: CO
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(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 15.8% of the outstanding Common
Stock of CKE, and Fidelity owns 2.2% 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 775,488
warrants. Does not include warrants to purchase 750,000 shares of Common
Stock at an exercise price of $4.375 which vest on December 20, 1997. See
Item 5 of this Amendment to Schedule 13D.
(3) Based upon 20,541,602 shares of Common Stock outstanding as of February
24,1997.
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ITEM 1. SECURITY AND ISSUER.
This Amendment Number 4 amends the statement on Schedule 13D filed with
the Securities and Exchange Commission on December 20, 1996, as heretofore
amended (the "Schedule 13D/A") 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 of the Schedule 13D is hereby amended to add the following:
On December 11,1996, 39,000 $3.00 options of the Company were
transferred to CKE for $39,000 and then exercised by CKE, purchasing 39,000
shares of common stock on December 12, 1996.
On March 21, 1997 pursuant to a Settlement and Limited Release
Agreement between Giant Group Ltd., Fidelity National Financial, Inc., and CKE,
the $4.00 options were forfeited by CKE to Giant Group, Ltd.
Of the 4,528,015 shares of Common Stock to which this Statement relates
(a) 39,000 were acquired on December 12, 1996 by exercise of $3.00 options (b)
587,607 were acquired on November 27, 1996, by exercise of the Company's $3.00
options, (c) 2,350,432 were purchased by CKE on May 3, 1996, for an aggregate
purchase price of $4,113,256.00, which purchase price was funded from general
working capital funds, and (d) 775,488 shares of common stock and 775,488
warrants for the purchase of common stock were acquired by CKE on September 26,
1996 due to its exercise of rights under the Company's Rights Offering. This
number does not include 750,000 warrants at $4.375 exercisable on or after
December 20, 1997 through December 20, 1999, which are not beneficially held at
this time. 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:
On March 21, 1997, pursuant to a Settlement and Limited Release
Agreement between Giant Group Ltd., Fidelity National Financial, Inc. and CKE,
587,607 $4.00 options to purchase 587,607 shares of common stock of the Company
from Giant Group Ltd. were forfeited by CKE to Giant Group Ltd.
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 March 21, 1997, CKE is the
beneficial owner of 4,528,015 shares of Common Stock including 3,713,527 shares
which are owned directly by CKE, and 775,488 warrants to purchase common stock
which constitute in the aggregate 22% of the outstanding shares of Common Stock
(based on 20,541,602 shares of Common Stock outstanding as of February 24,
1997). CKE was granted 750,000 warrants to purchase Common Stock on December 20,
1996, exercisable on or after December 20, 1997 through December 20, 1999, which
are not beneficially held at this time. CKE disclaims beneficial ownership of
any of the shares of Common Stock owned by Fidelity.
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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.
April 24, 1997 CKE RESTAURANTS, INC.
By: /s/ Andrew F. Puzder
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Andrew F. Puzder
General Counsel
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EXHIBIT INDEX
99.01 Settlement and Limited Release Agreement entered
into by and between Giant Group, Ltd., Fidelity
National Financial, Inc., and CKE Restaurants,
Inc. on March 21, 1997. Page 6
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EXHIBIT 99.01
Settlement and Limited Release Agreement entered into by and between Giant
Group, Ltd., Fidelity National Financial, Inc., and CKE Restaurants, Inc. on
March 21, 1997.
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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, 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
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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 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.
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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.
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.
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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: /s/ Terry Christensen
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name: Terry Christensen
title: Director
Fidelity National Financial, Inc.,
a Delaware corporation
by: /s/ Andrew Puzder
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name: Andrew Puzder
title: Executive Vice-President and
General Counsel
CKE Restaurants, Inc., a Delaware
corporation
by: /s/ Andrew Puzder
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name: Andrew Puzder
title: Executive Vice-President and
General Counsel
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