UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CHECKERS DRIVE-IN RESTAURANTS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
162809-10-7
(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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 2, 1998
(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 to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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).
<PAGE>
CUSIP NO. 162809-10-7 SCHEDULE 13D PAGE 2 OF 6 PAGES
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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) [x]
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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
19,130,930 shares
NUMBER OF ----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 19,130,930 shares
PERSON ----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,130,930 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)
26.1%
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14. TYPE OF REPORTING PERSON*
CO
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<PAGE>
Reference is hereby made to that certain Statement on Schedule 13D,
dated December 18, 1997, as amended by Amendment No. 1 thereto, dated January 9,
1998, and Amendment No. 2 thereto, dated September 25, 1998 (collectively, the
"Statement"), filed by Rally's Hamburgers, Inc., a Delaware corporation
("Rally's"), with respect to the common stock, par value $.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 November 2, 1998, GIANT GROUP, LTD., Rally's Hamburgers, Inc. and
Checkers Drive-In Restaurants, Inc. announced the termination of their proposed
merger. A copy of the press release announcing the termination of the
transaction is attached hereto as Exhibit 99.1 and incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Press Release, dated November 2, 1998.
<PAGE>
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.
RALLY'S HAMBURGERS, INC.
By: /s/ JAMES T. HOLDER
------------------------------
Date: November 3, 1998 James T. Holder
Senior Vice President, General
Counsel & Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Press Release, dated November 2, 1998
EXHIBIT 99.1
GIANT GROUP, LTD.
RALLY'S HAMBURGERS, INC.
AND CHECKERS DRIVE-IN RESTAURANTS, INC.
TERMINATE PROPOSED MERGER
FOR IMMEDIATE RELEASE
NOVEMBER 2, 1998
GIANT GROUP, LTD. (NYSE:GPO), RALLY'S HAMBURGERS, INC. (NASDAQ:RLLY),
AND CHECKERS DRIVE-IN RESTAURANTS, INC. (NASDAQ:CHKR) announced today the
termination by GIANT GROUP, LTD. of their proposed merger. The merger was
terminated when the definitive merger agreement could not be finalized within
the allowed time period. GIANT owns approximately 11% of Rally's stock and
Rally's owns approximately 26% of Checkers' stock.
A spokesman for GIANT said that despite the termination of the
transaction, GIANT remains enthusiastic about the progress made by the
management of Rally's and Checkers.
Jay Gillespie, CEO of Checkers and Rally's stated that "we will
continue to move forward on our strategic initiatives, which are designed to
increase sales and improve margins."
Additional Information:
Burt Sugarman, CEO of GIANT at (310) 273-5678
Jay Gillespie, CEO of Rally's and Checkers at (727) 519-2000
