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.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
------------------------------------------------------------------------
(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 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which the transaction applies:
------------------------------------------------------------------------
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):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total Fee Paid:
------------------------------------------------------------------------
[ ] 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:
--------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------
<PAGE>
[LETTERHEAD OF CHECKERS DRIVE-IN RESTAURANTS, INC.]
Dear Checkers Stockholder:
Proxy material relating to the Annual Meeting of Stockholders of Checkers
Drive-In Restaurants, Inc. was mailed to you on or about July 6, 1999. According
to our records, your proxy for this important meeting, which is scheduled for
Thursday, August 5, 1999, has not yet been received.
At the Annual Meeting, stockholders are being asked to vote on seven
items. One of the items that the stockholders are asked to consider and vote on
is a proposal to adopt and approve the Agreement and Plan of Merger by and
between Checkers Drive-In Restaurants, Inc. and Rally's Hamburgers, Inc.
Your Board of Directors has approved the merger as being in the best
interest of the Company and all of its stockholders, and recommends that you
vote "FOR" the merger. The proposed merger and the reasons for management's
recommendation are fully set forth in the proxy statement previously mailed to
you.
Regardless of the number of shares you own, it is important that they are
represented and voted at the meeting. WE ENCOURAGE YOU TO SIGN, DATE AND MAIL
THE ENCLOSED DUPLICATE PROXY TODAY, OR IF YOUR PROXY CARD SO INDICATES, VOTE
YOUR SHARES BY CALLING THE TOLL FREE NUMBER LISTED ON YOUR CARD. Your interest
and participation in the affairs of the Company is sincerely appreciated.
If you have any questions, please call Richard A. Peabody, Chief
Financial Officer, or James T. Holder, Senior Vice President, General Counsel
and Secretary at (727) 519-2000.
Thank you again for your continued support.
Sincerely,
/s/ JAMES J. GILLESPIE
James J. Gillespie
President and Chief Executive Officer
<PAGE>
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)
<PAGE>
<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.
</TABLE>
