EXHIBIT 99.(A)(1)(E)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares Of Common Stock
and Associated Preferred Stock Purchase Rights
of
GIANT GROUP, LTD.
at
$0.50 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON May 18, 2001, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
April 19, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated April 19,
2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") relating to the Offer by GIANT GROUP, LTD., a Delaware
corporation (the "Company"), to purchase for cash all of its outstanding
shares of Common Stock, par value $0.01 per share, and the associated
Preferred Stock Purchase Rights (the "Shares") at a price of $0.50 per Share,
net to the seller in cash, without interest, upon the terms and conditions set
forth in the Offer.
We are the holder of record of Shares held by us for your account. A tender
of such Shares can be made only by us as the holder of record and pursuant to
your instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used to tender Shares held by us for your
account.
Accordingly, we request your instructions as to whether you wish to tender
any of or all of the Shares held by us for your account upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $0.50 per Share, net to you in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the
Offer.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously approved the Offer
and determined that the terms of the Offer are fair to the Company's
holders of the Shares. However, neither GIANT GROUP, LTD. nor any of its
directors or executive officers is making any recommendation to you as
to whether to tender all or any shares. You must make your own decision
as to whether to tender shares and, if so, how many shares to tender.
4. Tendering stockholders will not be obligated to pay stock transfer
taxes, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, on the purchase of Shares by the Purchaser pursuant to the
Offer.
5. The Offer and withdrawal rights will expire at 5:00 p.m., New York City
time, on May 18, 2001, unless the Offer is extended.
6. The Offer is not contingent upon any minimum number of Shares being
tendered, but is conditioned on several other factors, as described in
the Offer to Purchase under the caption "The Offer--Certain Conditions
of the Offer."
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer. If you wish to
have us tender any or all of the Shares held by us for your account, please so
instruct us by completing, executing and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed. If
you authorize the tender of your Shares, all such Shares will be tendered
unless otherwise specified below.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in any jurisdiction in which the
making or acceptance of the Offer would not be in compliance with the
securities, blue sky or other laws of that jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed
to be made on behalf of the Purchaser by one or more registered brokers or
dealers that are licensed under the laws of that jurisdiction.
Instruction With Respect To The Offer To Purchase For Cash
All Outstanding Shares Of Common Stock
And Associated Preferred Stock Purchase Rights
of
GIANT GROUP, LTD.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated April 19, 2001, and the related Letter of Transmittal, in
connection with the offer by GIANT GROUP, LTD., a Delaware corporation, to
purchase all of the outstanding shares of its Common Stock, par value $0.01
per share, and associated Preferred Stock Purchase Rights.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of
Transmittal.
I (we) understand that if I (we) sign this instruction form without
indicating a lesser number of Shares in the space above, all Shares held by
you for my (our) account will be tendered.
Number of Shares to be Tendered:_____________ *
SIGN HERE
_______ Shares_________________________________________________________________
Account Number: -------------------------------------------------
Signature(s)
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Please Print Name(s) and Address(es) here
Dated: , 2001
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Area Code and Telephone Number(s)
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Tax Identification or Social Security Number
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* Unless otherwise indicated, it will be assumed that all of your Shares
held by us for your account are to be tendered in the Offer.