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 17, 1996
CHECKERS DRIVE-IN RESTAURANTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19649 58-1654960
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Cleveland Street, 8th Floor
Clearwater, Florida 34615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 813-441-3500
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Item 5. Other Events.
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On December 17, 1996, Checkers Drive-In Restaurants, Inc. (the "Company")
announced that C. Thomas Thompson had been appointed as Vice Chairman and Chief
Executive Officer of the Company, effective immediately. Mr. Thompson replaces
Albert J. DiMarco, who resigned to pursue other interests. Mr. Thompson is the
President and Chief Operating Officer of CKE Restaurants, Inc. ("CKE"), the
parent of Carl Karcher Enterprises, Inc., Casa Bonita, Inc. and Summit Family
Restaurants, Inc. Mr. Thompson has over 25 years experience in the fast food
industry, having previously managed seven markets for Foodmaker, Inc., the
franchisor of Jack In The Box restaurants, and as a franchisee of Carl Karcher
Enterprises.
The Company also announced that members of its new lender group, led by
CKE, have committed to invest approximately $20 million in Checkers through the
purchase of shares of Checkers common stock in a private placement. CKE has
committed to close in the next 30 to 45 days, subject to the negotiation of
definitive documentation, an agreement on pricing of the stock and the receipt
of a fairness opinion from an investment banking firm.
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Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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None.
(b) Pro Forma Financial Information.
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None.
(c) Exhibits.
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Exhibit
Number Exhibit Description
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99 Press Release of the Registrant dated December 17, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
CHECKERS DRIVE-IN RESTAURANTS, INC.
By: /s/ James T. Holder
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James T. Holder
Vice President and Chief Financial Officer
Dated: December 20, 1996
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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99 Press Release of the Registrant dated December 17, 1996.
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FOR IMMEDIATE RELEASE
DECEMBER 17, 1996
CHECKERS DRIVE-IN RESTAURANTS, INC. (CHKR:NASDAQ)
CHECKERS ANNOUNCES MANAGEMENT CHANGES
AND PROPOSED PRIVATE PLACEMENT
FOR MORE INFORMATION PLEASE CONTACT:
JAMES T. HOLDER, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 813-441-3500
CLEARWATER, FL -- DECEMBER 17, 1996 -- CHECKERS DRIVE-IN RESTAURANTS, INC.
(CHKR:NASDAQ) today announced that C. Thomas Thompson has been appointed as Vice
Chairman and Chief Executive Officer of Checkers, replacing Albert J. DiMarco.
Mr. Thompson is the President and Chief Operating Officer of CKE Restaurants,
Inc. ("CKE"), the parent of Carl Karcher Enterprises, Inc., Casa Bonita, Inc.
and Summit Family Restaurants, Inc. Mr. Thompson has over 25 years experience in
the fast food industry, having previously managed seven markets for Foodmaker,
Inc., the franchisor of Jack In The Box restaurants, and as a franchisee of Carl
Karcher Enterprises.
The Company also announced that members of its new lender group, led by
CKE, have committed to invest approximately $20 million in Checkers through the
purchase of shares of Checkers common stock in a private placement. CKE has
committed to close in the next 30 to 45 days, subject to the negotiation of
definitive documentation, an agreement on pricing of the stock and the receipt
of a fairness opinion from an investment banking firm.
Commenting on the management change, Fred Fisher, Chairman of the Board of
Directors of Checkers, said "Mr. DiMarco was brought on board to get Checkers
turned around. He has succeeded in restructuring the Company's outstanding
credit facility on acceptable terms and, more importantly, with a lending group
that believes in the future of the Company and is willing to invest in Checkers'
future. All of us thank Mr. DiMarco for his service and we wish him the best of
luck in his future endeavors."
Mr. DiMarco stated that "My job here at Checkers is done. I did what I
came to do - get Checkers started on the next phase of its corporate life. I
think Checkers' situation can continue to improve under the leadership of Mr.
Thompson and the support of the Company's new lender group."
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Mr. Thompson stated that "I look forward to helping Checkers meet the
challenges of the fast food marketplace. I believe that the lessons we have
learned at CKE during its turnaround will be useful at Checkers and that the
programs and policies that we have put in place at CKE will be equally
beneficial to Checkers. While there is obviously still a lot of work ahead,
Checkers is now positioned to move forward into the future."
Checkers Drive-In Restaurants, Inc., celebrating its 10th Anniversary this
year, is one of the largest double drive-thru restaurant chains in the United
States. Checkers develops, owns, operates and franchises restaurants that offer
high-quality food, fast service and everyday value prices. Checkers is
headquartered in Clearwater, Florida and is traded on the Nasdaq Stock Market
under the symbol "CHKR".
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