AMENDMENT TO THE RIGHTS AGREEMENT
This Amendment is made as of the 4th day of December, 1998,
by and between GIANT GROUP, LTD., a Delaware corporation (the
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (as
successor to CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
("Chemical")), as Rights Agent (the "Rights Agent").
RECITALS
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A. The Company has adopted that certain Rights Agreement
(the "Rights Agreement") by and between the Company and Chemical
dated as of January 4, 1996 (all capitalized terms used and not
defined herein shall be as defined in the Rights Agreement, as
amended herein);
B. Pursuant to Section 27 of the Rights Agreement, the
Company, for so long as the Rights are then redeemable, may
supplement or amend any provision of the Rights Agreement;
C. Pursuant to an Agreement and Plan of Merger, dated as
of December 4, 1998 (the "Merger Agreement"), among the Company,
GIANT PS/Acq Corporation, a Delaware corporation ("Acquisition
Corp."), and Periscope Sportswear, Inc., a Delaware corporation
("Periscope"), Periscope will merge with and into Acquisition
Corp. in an all-stock transaction; and
D. The Company and the Rights Agent wish to enter into
this Amendment in furtherance thereof.
AMENDMENT
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NOW, THEREFORE, for good and valid consideration, the
receipt and sufficiency of which are acknowledged, the Company
and the Rights Agent hereby amend the Rights Agreement as
follows:
1. Amendment of Section 1(a). The introductory clause of
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Section 1(a) of the Rights Agreement is hereby amended by
deleting the introductory clause and substituting therefor the
following:
""Acquiring Person" shall mean any Person (as such term
is hereinafter defined) who or which shall be the
Beneficial Owner (as such term is hereinafter defined)
of 15% or more of the shares of Common Stock then
outstanding, but shall not include (1) an Exempt Person
(as such term is hereinafter defined) or (2) Glenn
Sands in regards to any shares of Common Stock acquired
by him solely pursuant to the Agreement and Plan of
Merger, dated as of December 4, 1998 (the "Merger
Agreement"), among the Company, GIANT PS/Acq
Corporation, a Delaware corporation, and Periscope
Sportswear, Inc., a Delaware corporation;"
2. Amendment of Section 1(a). Section 1(a) of the Rights
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Agreement is hereby amended by deleting clause (ii) and
substituting therefor the following:
"(ii) if, as of January 4, 1996 or December 4, 1998, as
applicable, any Person is the Beneficial Owner of a
number of shares of Common Stock that would otherwise
cause such Person to be an "Acquiring Person," such
Person shall not be deemed to be or to have become an
"Acquiring Person" unless and until such time as such
Person shall become the Beneficial Owner of any
additional shares of Common Stock which additional
shares in the aggregate shall constitute more than 1%
of then outstanding shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Stock in shares
of Common Stock, pursuant to a split or subdivision of
the outstanding Common Stock or pursuant to shares of
Common Stock issuable pursuant to the Merger Agreement,
and other than any such additional shares of Common
Stock of which such Person shall become the Beneficial
Owner pursuant to or as a result of any employee
benefit plan, employee stock or stock option plan,
employment agreement or other compensation agreement of
or with the Company or any Subsidiary of the Company
relating to such Person's employment with or service as
a director of the Company or any Subsidiary of the
Company) unless, upon becoming the Beneficial Owner of
such additional shares of Common Stock, such Person is
not then the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding; and"
3. Amendment of Section 2. Section 2 is hereby modified
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and amended by deleting from the first sentence the following
clause: "and the holders of the Rights (who, in accordance
with Section 3 hereto, shall prior to the Distribution Date be
the holders of Common Stock)".
4. Amendment of Section 18. The first paragraph of
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Section 18 is hereby modified and amended by inserting the
following sentence at the end of the paragraph: "Anything to the
contrary notwithstanding, in no event shall the Rights Agent be
liable for special, indirect, punitive, consequential or
incidental loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Rights Agent has
been advised of the likelihood of such loss or damage."
5. Counterparts. This Amendment may be executed in any
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number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year
first above written.
GIANT GROUP, LTD.
By: /s/ David Gotterer
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Name: David Gotterer
Title: Vice Chairman
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/ Thomas Watt
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Name: Thomas Watt
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Title:Asst. Vice President
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