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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) -
SEPTEMBER 25, 1998
GIANT GROUP, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-4323 23-0622690
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
9000 SUNSET BOULEVARD, LOS ANGELES, CALIFORNIA 90069
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE -
(310) 273-5678
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
As of September 25, 1998, GIANT GROUP, LTD., a Delaware
corporation (the "Registrant"), entered into a letter of intent
(the "Letter of Intent") with Rally's Hamburgers, Inc., a
Delaware corporation ("Rally's"), and Checkers Drive-In
Restaurants, Inc., a Delaware corporation ("Checkers"), pursuant
to which Rally's would merge with the Registrant and Checkers in
an all-stock transaction (the "Merger"). Pursuant to the Letter
of Intent, each outstanding share of the Registrant's Common
Stock, $.01 par value per share, would be exchanged for 10.48
shares of Rally's Common Stock, $.10 par value per share
("Rally's Common Stock"), and each share of Checkers' Common
Stock, $.001 par value per share ("Checkers' Common Stock"),
would be exchanged for 0.5 shares of Rally's Common Stock.
Holders of not less than 90% of the Registrant's outstanding
stock options would agree to receive options to acquire Rally's
Common Stock at the 10.48 exchange ratio, with the exercise
periods being extended for five years and the exercise prices
being increased to the equivalent of $1.50 per share of Rally's
Common stock to be acquired.
Rally's and Checkers are engaged in operating and
franchising double drive-through hamburger restaurants.
The Registrant currently owns approximately 11.0% of Rally's
Common Stock and Rally's owns approximately 26% of Checkers'
Common Stock. After the Merger, the largest stockholder of
Rally's (which would be renamed Checkers in the Merger), would be
Burt Sugarman, the Registrant's Chairman, with approximately
14.5% primary (24.1% fully diluted), and he would be Vice
Chairman of Rally's and Chairman of its Executive Committee. Mr.
Sugarman and Terry Christensen and David Gotterer, directors of
the Registrant, are present directors of Rally's and Messrs.
Sugarman and Christensen also are present directors of Checkers.
The consummation of the Merger is subject to several
conditions, including: execution of a definitive merger
agreement upon approval by the Board of Directors of the
Registrant, Rally's and Checkers, approval by the stockholders of
the Registrant, Rally's and Checkers after filing and
effectiveness of a prospectus/proxy statement with the Securities
and Exchange Commission, receipt by each company of an investment
banker's opinion as to the fairness of the transaction to its
stockholders, redemption or waiver of outstanding rights under
the Registrant's Stockholders Rights Plan, and the satisfaction
of various other standard conditions.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Letter of Intent, dated September 25, 1998, by and
among Rally's, Checkers and the Registrant.
99.1 Press Release, dated September 28, 1998.
SIGNATURE
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 thereunto duly
authorized.
GIANT GROUP, LTD.
By: /s/ William H. Pennington
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Name: William H. Pennington
Title: Vice President
Dated: October 2, 1998
Exhibit Index
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Exhibit Description
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10.1 Letter of Intent, dated September 25, 1998, by and
among Rally's, Checkers and the Registrant.
99.1 Press Release, dated September 28, 1998.