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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 9, 1999
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CHECKERS DRIVE-IN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19649 58-165496
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
14255 49th Street North, Building I, Clearwater, Florida 89109
(Address of Principal Executive Offices) (Zip Code)
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS
The purpose of this Amendment No. 1 to Checkers Drive-In Restaurants,
Inc.'s Form 8-K, dated August 9, 1999, is to include information relating to the
Rally's Hamburgers, Inc. 9 7/8 Senior Notes, due June 15, 2000 (the "Notes"),
that were assumed by Checkers on August 9, 1999 in connection with the merger
between Checkers and Rally's Hamburgers, Inc. The Notes were assumed by Checkers
pursuant to the terms of that certain Supplemental Indenture, dated August 9,
1999, by and between Checkers, as successor by merger to Rally's, and Chase
Manhattan Trust Company, N.A., as trustee. The Notes are registered securities
of Checkers under paragraph 12(b) of the Securities Exchange Act of 1934 (the
"Act"), by operation of Rule 12g-3 under the Act. The Notes are currently being
traded on the New York Stock Exchange under the symbol RLLY 00.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Supplemental Indenture, dated August 9, 1999, by and between
Checkers Drive-In Restaurants, Inc., a Delaware corporation, as successor by
merger to Rally's Hamburgers, Inc., a Delaware corporation, and Chase Manhattan
Trust Company, N.A., as trustee.
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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 hereunto duly authorized.
Checkers Drive-In Restaurants, Inc.
Date: October 13, 1999 By: /s/ RICHARD A. PEABODY
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Name: Richard A. Peabody
Title: Senior Vice-President and Chief
Financial Officer
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EXHIBIT 99.1
THIS SUPPLEMENTAL INDENTURE is made and entered into as of August 9, 1999
by and between Checkers Drive-In Restaurants, Inc., a Delaware corporation (the
"Company"), as successor by merger to Rally's Hamburgers, Inc., a Delaware
corporation ("Rally's"), and Chase ManhattanTrust Company, N.A., as trustee
("the "Trustee"). Capitalized terms not defined herein shall have the same
meaning as those ascribed to them in the Indenture (as defined below).
RECITALS
WHEREAS, Rally's, certain of its subsidiaries, as subsidiary guarantors,
and PNC Bank, Kentucky, Inc., as trustee, entered into that certain Indenture,
dated as of March 1, 1993 (as amended and/or supplemented, the "Indenture"),
related to the issuance by Rally's of its 9 7/8% Senior Notes due June 15, 2000;
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as
of January 28, 1999, by and between the Company and Rally's, Rally's is being
merged with and into the Company on or about August 9, 1999 (the "Merger");
WHEREAS, the Company, as the surviving corporation in the Merger, has
taken all necessary corporate action to duly authorize the execution and
delivery of this Supplemental Indenture; and
WHEREAS, the Company is delivering to the Trustee, concurrently herewith,
the documents required by the Indenture in connection with the Merger and this
Supplemental Indenture;
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree, for
the benefit of each other and the holders of the Securities, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS
SECTION 1.01 The Company hereby expressly assumes all of the obligations
of Rally's under the Securities and the Indenture upon the effectiveness of the
Merger.
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ARTICLE II
CONCERNING THE TRUSTEE
SECTION 2.01 The Trustee hereby accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and conditions set forth
in the Indenture and in this Supplemental Indenture, including the terms and
provisions defining and limiting the liabilities in the performance of the trust
created by the Indenture, as supplemented by this Supplemental Indenture.
SECTION 2.02 The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution hereof by the Company.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Upon the execution and delivery of this Supplemental
Indenture by the Company and the Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby.
SECTION 3.02 The Trustee may place an appropriate notation about the
Supplemental Indenture on any Security authenticated after the execution and
delivery of this Supplemental Indenture. The Company may, in its sole
discretion, issue in exchange for all outstanding Securities, and the Trustee
shall then authenticate, new Securities that reflect the Supplemental Indenture.
SECTION 3.03 Except as modified herein, the Indenture is in all respects
confirmed and preserved, and all provisions of the Indenture shall remain in
full force and effect.
SECTION 3.04 This Supplemental Indenture may be executed in any number of
counterparts, and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
SECTION 3.05 This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to the conflicts of laws rules thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed as of the day and year first above written.
CHECKERS DRIVE-IN RESTAURANTS, INC.
By: /s/ RICHARD A. PEABODY
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Richard A. Peabody
Its: Senior Vice President &
Chief Executive Officer
ATTEST:
/s/ DREW SIMONS (SEAL)
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Drew Simons
Its: General Counsel and Secretary
CHASE MANHATTAN TRUST COMPANY, N.A.,
AS TRUSTEE
By: /s/ JACK R. CORNWALL
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Name: Jack R. Cornwall
Title: Asst. Vice President
ATTEST:
/s/ MARK A. HUDSON (SEAL)
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Name: Mark A. Hudson
Title: Vice President
