SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CHECKERS DRIVE-IN RESTAURANTS, INC.
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(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
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Name of Person(s) Filing Proxy Statement, other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PROXY
CHECKERS DRIVE-IN RESTAURANTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - AUGUST 5, 1999
The undersigned hereby appoints James J. Gillespie, Richard A. Peabody and
James T. Holder, and each of them, proxies with full power of substitution, for
and in the name of the undersigned to vote all shares of Common Stock of
Checkers Drive-In Restaurants, Inc., a Delaware corporation (the "Company"),
that the undersigned would be entitled to vote at the Company's 1999 Annual
Meeting of Stockholders to be held on August 5, 1999 (the "Meeting"), and at any
adjournments thereof, upon the matters set forth in the Notice of the Meeting as
stated hereon, hereby revoking any proxy heretofore given. In their discretion,
the proxies are further authorized to vote upon such other business as may
properly come before the Meeting or any adjournments thereof.
The undersigned acknowledges receipt of the Notice of the Meeting and the
accompanying Proxy Statement.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS LISTED
ON THE REVERSE, FOR APPROVAL OF THE PROPOSALS SET FORTH ON THE REVERSE AND AS
SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING.
(Continued and to be SIGNED on the other side)
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<TABLE>
<CAPTION>
A [X] Please mark you
votes as in this
example.
<S> <C> <C> <C> <C> <C> <C> <C>
FOR the nominees WITHHOLD THE BOARD RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4, 5, 6, AND 7.
listed at right (except AUTHORITY
as marked to the to vote for the
contrary below) nominees listed at right. FOR AGAINST ABSTAIN
4. ELECTION [ ] [ ] NOMINEES: 1. Adopt and approve [ ] [ ] [ ]
OF William P. Foley, II the agreement and
DIRECTORS Clarence V. McKee plan of merger with
IF YOU WISH TO WITHHOLD AUTHORITY FOR AN C. Thomas Thompson Rally's Hamburgers,
INDIVIDUAL NOMINEE, ENTER THE NAME IN THE Inc.
FOLLOWING SPACE.
2. Ratify and approve [ ] [ ] [ ]
_________________________________________ an amendment to the
Company's certificate
of incorporation.
3. Ratify and approve a [ ] [ ] [ ]
one-for-twelve
reverse stock split.
5. Ratify and approve [ ] [ ] [ ]
an amendment to the
Company's 1994 stock
option plan for
non-employee directors.
6. Ratify and approve [ ] [ ] [ ]
the Company's
employee stock
purchase plan.
7. Ratify and approve [ ] [ ] [ ]
the appointment of
KPMG LLP as
independent auditors.
Signature ____________________________________ Print Name ________________________ Please check if you plan to attend [ ]
Signature if held jointly ________________ Print Name ___________ Dated: ___, 1999 the meeting.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, PLEASE MARK, SIGN, DATE, AND RETURN
please give full title as such. THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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<PAGE>
PROXY
RALLY'S HAMBURGERS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - AUGUST 5, 1999
The undersigned hereby appoints James J. Gillespie, Richard A. Peabody and
James T. Holder, and each of them, proxies with full power of substitution, for
and in the name of the undersigned to vote all shares of Common Stock of Rally's
Hamburgers, Inc., a Delaware corporation (the "Company"), that the undersigned
would be entitled to vote at the Company's 1999 Annual Meeting of Stockholders
to be held August 5, 1999 (the "Meeting"), and at any adjournments thereof, upon
the matters set forth in the Notice of the Meeting as stated hereon, hereby
revoking any proxy heretofore given. In their discretion, the proxies are
further authorized to vote upon such other business as may properly come before
the Meeting or any adjournments thereof.
The undersigned acknowledges receipt of the Notice of the Meeting and the
accompanying Proxy Statement.
(Continued and to be SIGNED on the other side)
<PAGE>
<TABLE>
<CAPTION>
A [X] Please mark your
vote as in this
example.
FOR the nominees WITHHOLD THE BOARD RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, AND 3.
listed at right (except AUTHORITY
as marked to the to vote for the
contrary below) nominees listed at right. FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
2. ELECTION [ ] [ ] NOMINEES: Terry N. Christensen 1. Adopt and [ ] [ ] [ ]
OF Willie D. Davis approve the
DIRECTORS William P. Foley, II agreement
For, except vote withheld from the following James J. Gillespie and plan of
member(s): David Gotterer merger with
Ronald B. Maggard Checkers
____________________________________________ Andrew F. Puzder Drive-In
Burt Sugarman Restaurants,
C. Thomas Thompson Inc.
THIS PROXY WILL BE VOTED AS
DIRECTED OR, IF NO CONTRARY
DIRECTION IS INDICATED, WILL BE
VOTED FOR THE ELECTION OF THE
NOMINEES FOR DIRECTORS LISTED AT
LEFT AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS
MAY COME BEFORE THE MEETING.
Please check if you plan to [ ]
attend the meeting.
PLEASE MARK, SIGN, DATE, AND
RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Signature _______________ Print Name ____________ Signature if held jointly _____________ Print Name __________ Dated: _____, 1999
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, administrator, trustee or
guardian, please give full title as such.
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