EXHIBIT 99
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) April 26, 1996
GIANT GROUP, LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 1-4323 23-0622690
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
150 El Camino Drive, Suite 303
everly Hills, California 90212
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(Address of principal executive offices)
Registrant's telephone number, including area code.
(310) 273-5678
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 26, 1996 GIANT GROUP, LTD. ("GIANT"), Fidelity
National Financial, Inc. ("Fidelity") and CKE Restaurants, Inc.
("CKE") and certain other persons entered into a Settlement
Agreement and Release, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference (the "Settle-
ment Agreement"), pursuant to which the litigation among the
parties to the Settlement Agreement was settled.
Pursuant to the Settlement Agreement, GIANT, Fidelity
and CKE entered into a Purchase and Standstill Agreement (the
"Purchase Agreement"), a copy of which is attached hereto as
Exhibit 99.2 and incorporated herein by reference. The Purchase
Agreement provides, among other things, that GIANT will acquire
from Fidelity 705,489 shares of common stock of GIANT for a
purchase price of $8.625 per share, payable in cash. Fidelity
has also agreed for a period of ten years not to acquire any
commons stock or other voting securities of GIANT if following
such acquisition Fidelity or its officers, directors, affiliates
and their family members would own more than .05% of the
outstanding voting securities of GIANT.
In addition, Fidelity will purchase from GIANT or its
wholly owned subsidiary, KCC Delaware Company ("KCC"), 767,807
shares of common stock of Rally's Hamburgers, Inc. ("Rally's")
for an aggregate purchase price of $638,172.38 and CKE will
purchase from GIANT or KCC 2,350,432 shares of common stock of
Rally's for $1.75 per share, to be paid in cash. The Purchase
Agreement also provides that Fidelity and CKE will have options
to purchase a total of an additional 2,350,428 shares of common
stock of Rally's from GIANT. One-half of such options have an
exercise price of $3.00 per share and expire on April 26, 1997
and one-half of such options have an exercise price of $4.00 per
share and expire on April 26, 1998. The obligations of Fidelity
and CKE to purchase the Rally's common stock is subject to
satisfactory completion of a due diligence review by them. In
addition, the obligation of CKE to purchase the Rally's common
stock from GIANT is conditioned upon (i) the approval by the
Board of Directors of Rally's of CKE as an Interested Stockholder
(as defined in Section 203 of the General Corporation Law of the
State of Delaware) and (ii) the election of two (2) persons
designated by CKE to the Board of Directors of Rally's. If
Fidelity or CKE do not purchase the Rally's common stock, the
options granted pursuant to the Purchase Agreement will be void.
The Purchase Agreement further provides that if GIANT or
its affiliates purchase additional shares of Rally's common
stock, Fidelity and CKE will have rights to purchase shares of
Rally's common stock from GIANT such that the proportional
ownership of Rally's common stock among GIANT, Fidelity and CKE
will be the same as immediately prior to such purchases (without
giving effect to shares which may be purchased upon exercise of
the options granted pursuant to the Purchase Agreement). In
addition, GIANT, on the one hand, and Fidelity and CKE, on the
other hand, have agreed to provide the other with rights of first
refusal in the event that they propose to dispose of shares of
Rally's common stock. The parties further agreed that if GIANT,
on the one hand, and Fidelity and CKE, on the other hand, each
own at least 34.0% of the outstanding Rally's common stock
(without giving effect to shares which may be acquired upon
exercise of the options granted pursuant to the Purchase
Agreement to the extent such options have not been exercised),
then at each election of directors of Rally's, GIANT may nominate
up to one-half of the number of directors to be elected and
Fidelity and CKE may nominate up to one-half of the number of
directors to be nominated and the parties will vote all their
shares in favor of the other parties' nominees. Also, if one,
but not both of GIANT, on the one hand, and Fidelity and CKE, on
the other hand, own at least 34.0% of the outstanding Rally's
common stock (without giving effect to the shares which may be
purchased upon exercise of the options granted pursuant to the
Purchase Agreement to the extent such options have not been
exercised), the parties agreed that at each election of directors
the party owning at least 34.0% of the outstanding Rally's common
stock may nominate up to one-half of the number of directors to
be elected and the other party will vote all shares of Rally's
common stock owned by them in favor of such nominees. The
foregoing provisions regarding the voting of shares of Rally's
common stock will expire on the tenth anniversary of the Purchase
Agreement and will be of no force or effect if Fidelity or CKE do
not purchase the Rally's common stock.
A copy of the press release issued by GIANT, Fidelity
and CKE is attached hereto as Exhibit 99.3 and incorporated
herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
Exhibit No. Description of Exhibit
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99.1 Form of Settlement Agreement and Release
dated April 26, 1996 among GIANT, Fidelity,
CKE and the other parties named therein
99.2 Purchase and Standstill Agreement dated
April 26, 1996 among GIANT, Fidelity and CKE
99.3 Press Release dated April 26, 1996 issued
by GIANT
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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.
Date: May 1, 1996 GIANT GROUP, LTD., a Delaware
corporation
by: /s/ CATHY WOOD
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Cathy Wood
Vice President and Chief
Financial Officer