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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
RALLY'S HAMBURGERS, INC.
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(Name of Issuer)
Common Stock, par value $.10 per share
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Title of Class of Securities
751203-10-0
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(CUSIP Number)
Andrew F. Puzder
Chief Executive Officer
Santa Barbara Restaurant Group, Inc.
3916 State Street, Suite 300
Santa Barbara, CA 93105
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 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 the subject of this Schedule 13D, and is filing
this schedule because of Rule 13-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. [x]
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SCHEDULE 13D
CUSIP NO.: 801328100
(1) NAME OF REPORTING PERSON:
Santa Barbara Restaurant Group, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
IRS No. 33-0403086
(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: 2,408,874 (1)(2)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 2,408,874 (1)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,408,874 (1)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.2% (2)
(14) TYPE OF REPORTING PERSON: CO
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(1) Mr. William P. Foley, II, owns 4.7% of the outstanding common stock
of Santa Barbara Restaurant Group, and he is Chairman of the Board
of Santa Barbara Restaurant Group. By virtue of such stock ownership
and positions, Mr. Foley may be deemed a "controlling person" of
Santa Barbara Restaurant Group. Mr. Foley disclaims beneficial
ownership of any of the Rally's shares of Common Stock held by Santa
Barbara Restaurant Group, Inc.
(2) Based upon 29,330,385 shares of Common Stock outstanding as of
October 6, 1998, as reported by Rally's in its Form 10-Q for the
quarterly period then ended.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule
13D (the "Statement") relates is the common stock, par value $0.10 per share
(the "Common Stock"), of Rally's Hamburgers, Inc., a Delaware corporation (the
"Company"), with its
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principal executive offices located at 14255 49th Street N., Building No. 1,
Suite 101, Clearwater, Florida 33762.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Santa Barbara Restaurant Group,
Inc., a Delaware corporation ("SBRG"). Mr. William P. Foley, II, is the Chairman
of the Board of both SBRG and the Company, and he owns 4.7% of the outstanding
shares of common stock of SBRG. Mr. Foley is a "controlling person" of SBRG and
Rally's Hamburgers, Inc. The disclosure of this information shall not be
construed as an admission that Mr. Foley is the beneficial owner of any of the
Common Stock owned by SBRG either for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purposes and such
beneficial ownership is expressly disclaimed. The principal executive offices of
Santa Barbara Restaurant Group, Inc. are located at 3916 State Street, Santa
Barbara, California 93105.
Information regarding the directors and executive officers of SBRG
is set forth on Schedule I attached hereto, which Schedule is hereby
incorporated by reference. Except as set forth on Schedule I, all of the
directors and executive officers of SBRG are citizens of the United States.
During the last five years, neither SBRG, nor, to the best knowledge
of SBRG, any person named in Schedule I attached hereto has been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 2,408,874 shares of common stock to which this Statement relates
were purchased by SBRG from Fidelity National Financial ("FNF") on December 31,
1998 at the closing price of Rally's common stock in December 31, 1998 ($.5625)
for 2,478,000 shares of SBRG common stock on December 31, 1998 ($3.8125) and the
receipt of 274,900 shares of CKE Restaurants, Inc. common stock which was held
by FNF.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction is the consolidation of restaurant
investments previously made by FNF in SBRG, a company in the quick services
restaurant industry in which FNF has a significant investment.
Item 6 of this Schedule 13D describes certain rights and obligations
of SBRG, relating to control over the management and policies of the Company,
which description is incorporated herein by reference.
Except as otherwise described herein, SBRG has no plan or proposal
with respect to the Company which relates to or would result in any of the
matters listed in Items 4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the close of business on December 31, 1998, SBRG beneficially
owns 2,408,874 shares of Common Stock which constitutes 8.2% of the outstanding
shares of Common Stock (based on 29,330,385 shares of Common Stock outstanding
as of October 6, 1998 as reported by Rally's in its Form 10-Q for the quarterly
period then ended).
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Except as described in Schedule I, neither SBRG, nor, to the best
knowledge of SBRG, any of the persons referred to in Schedule I attached hereto
beneficially own any shares of Rally's Common Stock.
SBRG has the sole power to vote, direct the voting of, dispose of
and direct the disposition of the Common Stock beneficially owned by it.
SBRG has the sole right to receive or the power to direct the
receipt of dividends from , or the proceeds from the sale of, the Common Stock
beneficially owned by it.
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.
January 8, 1999 SANTA BARBARA RESTAURANT GROUP, INC.
By: /s/ M'LISS JONES KANE
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M'Liss Jones Kane
Senior Vice President, Corporate
Counsel and Corporate Secretary
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DIRECTORS AND EXECUTIVE OFFICERS OF
THE REPORTING PERSON
The names, present principal occupations, business addresses and
stock ownership in Rally's of the directors and executive officers of the
Reporting Person are set forth below. If no address is given, the director's or
executive officer's business address is that of Santa Barbara Restaurant Group,
Inc. (the "Reporting Person). Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to the specified Reporting Person.
Each of the named individuals is a citizen of the United States.
DIRECTORS
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William P. Foley, II 2.2%
Fidelity National Financial, Inc.
3916 State Street, Suite 300
Santa Barbara, CA 93105
Andrew F. Puzder *
Fidelity National Financial, Inc.
3916 State Street, Suite 300
Santa Barbara, CA 93105
T. Anthony Gregory *
25651 Paseo De La Paz
San Juan Capistrano, CA 92675
Frank P. Willey *
Fidelity National Financial, Inc.
3916 State Street, Suite 300
Santa Barbara, CA 93105
Bruce H. Haglund *
Gibson, Haglund & Johnson
2 Park Plaza, Suite 450
Irvine, CA 92614
C. Thomas Thompson 1.8%
CKE Restaurants, Inc.
1200 North Harbor Boulevard
Anaheim, CA 92803
Dermot Rowland *
Timber Lodge Steakhouse, Inc.
4021 Vernon Avenue South
St. Louis Park, MN 55416
EXECUTIVE OFFICERS
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William P. Foley, II Chairman of the Board 2.2%
Andrew F. Puzder Chief Executive Officer *
Nicholas J. Caddeo Chief Operating Officer *
Ted Abajian Chief Financial Officer, Chief
Accounting Officer and
Executive Vice President *
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Carl A. Strunk Executive Vice President - Finance *
Michael Murphy Senior Vice President and General Counsel *
M'Liss Jones Kane Senior Vice President, Corporate Counsel
and Corporate Secretary *
Gary R. Nelson Treasurer *
Less than 1%
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