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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CHECKERS DRIVE-IN RESTAURANTS, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
162809-10-7
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(CUSIP NUMBER)
Janet S. McCloud, Esq.
Christensen, Miller Fink, Jacobs, Glaser, Weil & Shapiro, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, CA 90067
(310) 553-3000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
January 9, 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 subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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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SCHEDULE 13D
<TABLE>
CUSIP No. 162809-10-7 Page 2 of 4
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<S> <C> <C>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rally's Hamburgers, Inc., a Delaware corporation
I.R.S. #62-1210077
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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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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7. SOLE VOTING POWER
19,100,960 shares
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 19,100,960 shares
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,100,960 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
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14. TYPE OF REPORTING PERSON*
CO
</TABLE>
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Page 3 of 4
Reference is hereby made to that certain Statement on Schedule 13D, dated
December 18, 1997 (the "Statement"), filed by Rally's Hamburgers, Inc., a
Delaware corporation ("Rally's"), with respect to the common stock, par value
$0.001 per share (the "Common Stock"), of Checkers Drive-In Restaurants, Inc.,
a Delaware corporation ("Checkers"). Unless otherwise indicated, capitalized
terms used herein have the meanings ascribed to them in the Statement. Unless
otherwise indicated herein, the information contained in the Statement remains
unchanged. The Statement is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby amended by adding the following:
On January 9, 1998, Rally's announced that it intends to acquire in open
market purchases, from time to time, up to 1,000,000 shares of Common Stock of
Checkers. A copy of the press release issued by Rally's is attached hereto as
Exhibit A and incorporated herein by this reference. Rally's will continue to
evaluate Checkers business and prospects and may determine to acquire
additional shares of Common Stock or dispose of all or a portion of the Common
Stock owned by it. Except as otherwise described herein or in the Statement,
Rally's has no plan or proposal with respect to Checkers which relates to or
would result in any of the events set forth in Item 4 (a) through (j) of the
Statement.
On November 22, 1996, Checkers and the CKE Group executed a Registration
Rights Agreement pursuant to which, Checkers agreed to register the 20 million
shares of Common Stock underlying warrants. The Registration Rights Agreement
is filed as Exhibit B hereto and incorporated herein by this reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(c) of the Statement is hereby amended by adding the following:
On January 7, 1998, Rally's purchased 30,000 shares of Common Stock in the
open market for $1.05 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Press Release of Rally's Hamburgers, Inc. dated January 9, 1998.
Exhibit B Registration Rights Agreement, incorporated by reference to
Exhibit 99.02 to the Statement on Schedule 13D, dated November 22,
1996, of CKE Restaurants, Inc. with respect to Checkers Drive-In
Restaurants, Inc.
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Page 4 of 4
SIGNATURES
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.
January 9, 1998 RALLY'S HAMBURGERS, INC.
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Date
By /s/ James T. Holder
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James T. Holder
Vice President
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EXHIBIT A
NEWS RELEASE
CONTACT: Joseph N. Stein, Chief Financial Officer
(813) 298-2159
FOR IMMEDIATE RELEASE
RALLY'S ANNOUNCES INTENT TO PURCHASE CHECKERS STOCK
LOUISVILLE, KY -- January 9, 1998 -- RALLY'S HAMBURGERS, INC., (RLLY:NASDAQ)
today announced that it intends to acquire in open market purchases, from time
to time, up to 1,000,000 shares of Common Stock of Checkers Drive-in
Restaurants, Inc. (CHKR:NASDAQ). As previously announced by Rally's, on
December 18, 1997, it purchased 19,100,960 shares of Checkers Common Stock from
approximately 30 holders, including certain members of the Board of Directors
of Rally's and Checkers.
William P. Foley, II, Chairman of the Board of Rally's and Checkers, stated:
"We believe the market has undervalued as a result, in part, of recent sales of
Checkers Common Stock issued to acquire $3,225,102 of Checkers indebtedness.
Rally's believes an increase in its Checkers holdings at the Checkers current
market price is a good investment for Rally's and its stockholders."
Rally's Hamburgers, Inc., along with its franchisees, operates approximately
473 double drive-thru hamburger restaurants primarily in Midwestern United
States. Checkers Drive-In Restaurants, Inc., along with its franchisees,
operates approximately 480 double drive-thru hamburger restaurants primarily
located in the Southeastern United States.
***
