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):
January 29, 1999
CHECKERS DRIVE-IN RESTAURANTS, INC..
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(Exact Name of Registrant as specified in Charter)
DELAWARE 0-19649 58-1654960
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
14255 49TH STREET NORTH, BUILDING I, CLEARWATER, FLORIDA 33762
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(Address of principal executive offices) (Zip Code)
(727) 519-2000
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 29, 1999, Checkers Drive-In Restaurants, Inc. and Rally's
Hamburgers, Inc. entered into an Agreement and Plan of Merger, dated as of
January 28, 1999 pursuant to which Checkers will acquire Rally's in an all stock
transaction. The terms of the merger provide for Rally's stockholders to receive
1.99 shares of Checkers common stock for each share of Rally's common stock
held, or a total of approximately 112.7 million shares of Checkers common stock.
It is anticipated that immediately after the merger, Checkers will effect a
one-for-12 reverse stock split resulting in approximately 9.4 million
outstanding Checkers shares. A copy of the press release announcing the
execution of the Merger Agreement is attached hereto as Exhibit 99.1 and
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) & (b) Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release, dated January 29, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHECKERS DRIVE-IN RESTAURANTS, INC.
FEBRUARY 22, 1999 By: /s/ JAMES T. HOLDER
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(Date) James T. Holder
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated January 29, 1999.
EXHIBIT 99.1
RALLY'S AND CHECKERS ANNOUNCE
SIGNING OF MERGER AGREEMENT AND
1-FOR-12 REVERSE STOCK SPLIT
CLEARWATER, FL -January 29, 1999- CHECKERS DRIVE-IN RESTAURANTS, INC.
(NASDAQ:CHKR) AND RALLY'S HAMBURGERS, INC. (NASDAQ:RLLY), announced today that
they have signed a merger agreement pursuant to which the two companies will
merge in an all stock transaction. The merger agreement provides that each
outstanding share of Rally's stock will be exchanged for 1.99 shares of Checkers
stock. The Checkers common stock, which Rally's owns (approximately 26% of
Checkers common stock) will be retired following the merger. Checkers plans to
execute a one share for twelve shares reverse stock split immediately following
the merger designed to further reduce the number of shares outstanding.
Subsequent to the merger, the new Company will continue to operate restaurants
under both the Checkers and Rally's brand names for the foreseeable future.
Checkers and Rally's combined their management into the Clearwater, Florida
corporate offices approximately one year ago and such management will remain
essentially the same. William P. Foley, II will continue as chairman of the
board and Jay Gillespie will continue as president and chief executive officer.
The new company will continue to benefit from participation in joint purchasing
and other cooperative arrangements with CKE Restaurants, Inc. and its
affiliates.
Mr. Foley stated, "The wisdom of this merger both operationally and financially
has been evident for some time. In conjunction with independent advisors for
each company, we have now completed the analytical process and believe we have
found the appropriate form of merger that benefits both companies and their
shareholders. This merger will create a company with nearly 1,000 restaurants,
making it more competitive in the quick-service restaurant segment. It will also
allow the companies to complete the expense reduction program they began last
year by continuing to combine administrative and operational functions without
the competitive concerns which exist as long as Checkers and Rally's are
separate public companies."
Mr. Gillespie commented, " This merger will clearly enhance our growth and
expense reduction strategies. In 1999, both chains plan to open more company
stores than has been the case during any of the last five years. We will build
these units primarily in existing markets in order to capitalize on advertising
efficiencies. We are also hopeful that this merger will energize our franchise
sales so that new and existing franchisees can move forward and open additional
new units. We are continuing with the selective addition of dining rooms to our
existing Rally's and Checkers' units and plan to begin the systematic image
enhancement of Rally's restaurants in 1999. Taking advantage of the
opportunities presented by the merger, these strategic growth initiatives and
our efforts to turn same-store sales positive will be our focus for the coming
year."
The merger transaction is subject to the approval of the shareholders of Rally's
and Checkers, receipt by each company of an investment banker's opinion as to
the fairness of the transaction to its stockholders, and the satisfaction of
certain other conditions. The parties anticipate the transaction will close in
the second quarter of calendar year 1999.
Rally's and Checkers expect to release fiscal 1998 fourth quarter and year-end
results within the next two weeks. Both companies expect to report net losses
for the fourth quarter and full year. Checkers did conclude fiscal 1998 with a
positive comparable sales increase of 2.3% over 1997, its first full year
increase in six years, while Rally's experienced a comparable sales decrease of
1.8% for fiscal 1998.
Joseph Stein, executive vice president of Checkers and Rally's stated, "Due in
part to the large number of shares outstanding, the trading price of both
companies' stocks has been or is below $1.00 per share which is the minimum
trading price for continued listing on NASDAQ. NASDAQ has requested that
Checkers demonstrate why its stock should not be delisted. We believe that the
implementation of the new company's growth strategies together with the merger
and the reverse stock split will position us to attain improved earnings per
share, thereby attracting institutional investors
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to participate in our future success. In addition, we believe the reverse stock
split will result in a higher trading price for the merged company's stock,
thereby enabling it to maintain its listing on NASDAQ on an ongoing basis.
Statements in this release which are not historical facts are "forward-looking"
statements and "Safe Harbor" statements under the Private Securities Litigation
Reform act of 1995 that involve risks and/or uncertainties, including but not
limited to the impact of continued discounting by the Companies substantial
competitors, the success of the Companies' advertising and promotion programs,
consumer acceptance of the Companies products, increased operating costs,
availability of adequate numbers of hourly paid employees, decreases in the
availability of affordable capital resources and other risks documented in the
Companies filings on Form 10-K with the Securities and Exchange Commission.
Rally's and Checkers, along with their franchisees, operate 481 and 472 double
drive-thru hamburger restaurants, respectively. The Checkers system is primarily
in the southeastern United States while Rally's operations are primarily located
in the Midwestern United State.
CONTACT: James J. Gillespie, Chief Executive Officer
Joseph N. Stein, Executive Vice President
(727) 519-2000
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