-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LXkLPiRg5C0S/m1uv45jT8PRblzuqwC8pT3orTdxNkPMaeGBFR974TspX0eAMaKv QfNyMW/m03lgqtky+kRxIQ== 0000892569-96-000197.txt : 19960305 0000892569-96-000197.hdr.sgml : 19960305 ACCESSION NUMBER: 0000892569-96-000197 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960304 SROS: NYSE GROUP MEMBERS: FIDELITY NATIONAL FINANCIAL INC /DE/ GROUP MEMBERS: WILLIAM P. FOLEY, II SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIANT GROUP LTD CENTRAL INDEX KEY: 0000041296 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 230622690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02967 FILM NUMBER: 96530539 BUSINESS ADDRESS: STREET 1: 150 EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3102735678 FORMER COMPANY: FORMER CONFORMED NAME: GIANT PORTLAND & MASONRY CEMENT CO DATE OF NAME CHANGE: 19850610 FORMER COMPANY: FORMER CONFORMED NAME: GIANT PORTLAND CEMENT CO DATE OF NAME CHANGE: 19770921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148529770 MAIL ADDRESS: STREET 1: 2100 S.E. MAIN STREET STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92714 SC 13D/A 1 AMENDMENT #10 TO SCHEDULE 13D/A-GIANT GROUP, LTD. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10) Giant Group, Ltd. ----------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 374503 1 10 0 -------------------------------------- (CUSIP Number) Andrew F. Puzder Executive Vice President and General Counsel Fidelity National Financial, Inc. 17911 Von Karman Avenue Irvine, California 92714 Tel. (714) 622-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Lawrence Lederman, Esq. Milbank, Tweed, Hadley & McCloy One Chase Manhattan Plaza New York, New York 10005 Tel. (212) 530-5000 March 1, 1996 ------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. Page 1 of 17 Pages Exhibit Index on Page 8 2 SCHEDULE 13D CUSIP NO.: 374503 1 10 0 (1) NAME OF REPORTING PERSON: Fidelity National Financial, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: IRS No. 86-0498599 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 695,489(1) (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 695,489(1) (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 695,489(1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.6(2) (14) TYPE OF REPORTING PERSON: CO - ----------- 1 Fidelity disclaims beneficial ownership of 10,000 shares of Common Stock held by William P. Foley, II. Mr. Foley owns 21.7% of the outstanding common stock of Fidelity and he is the Chairman of the Board and Chief Executive Officer of Fidelity. By virtue of such stock ownership and positions, Mr. Foley may be deemed a "controlling person" of Fidelity. 2 Based upon 4,778,385 shares of Common Stock outstanding as of February 7, 1996, as disclosed in Item 5 to Amendment No. 13 of the Schedule 13D filed by Burt Sugarman on February 13, 1996 with the Securities and Exchange Commission with respect to the Common Stock. Page 2 of 17 Pages 3 CUSIP NO.: 374503 1 10 0 (1) NAME OF REPORTING PERSON: William P. Foley, II S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: IRS No. ###-##-#### (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS: PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 10,000(3) (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 10,000(3) (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,000(3) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .2(4) (14) TYPE OF REPORTING PERSON: IN - ------------ 3 Mr. Foley disclaims beneficial ownership of 695,489 shares of Common Stock held by Fidelity. Mr. Foley owns 21.7% of the outstanding common stock of Fidelity, and he is Chairman of the Board and Chief Executive Officer of Fidelity. By virtue of such stock ownership and positions, Mr. Foley may be deemed a "controlling person" of Fidelity. 4 Based upon 4,778,385 shares of Common Stock outstanding as of February 7, 1996, as disclosed in Item 5 to Amendment No. 13 of the Schedule 13D filed by Burt Sugarman on February 13, 1996 with the Securities and Exchange Commission with respect to the Common Stock. Page 3 of 17 Pages 4 This Amendment No. 10 amends the statement on Schedule 13D filed with the Securities and Exchange Commission on December 8, 1995, as heretofore amended (the "Schedule 13D"), with respect to the common stock, par value $0.01 per share, of Giant Group, Ltd. (the "Common Stock"), a corporation having its principal executive offices located at 150 El Camino Drive, Suite 303, Beverly Hills, California 90212 (the "Company"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D. Other than as set forth herein, there has been no material change in the information set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended to add the following: (L) On February 22, 1996, in response to Fidelity's acquisition proposal set forth in the Offer Letter, the Company delivered a letter from Mr. Terry Christensen, a director of the Company, to Mr. William P. Foley, II, Fidelity's Chairman and Chief Executive Officer (the "Response Letter"), indicating that the Company's Board had rejected Fidelity's proposal. Accordingly, on March 1, 1996, Fidelity delivered a Notice of Stockholder Intention to Submit Business (the "Notice") to the Company's Secretary. The purpose of the Notice is to comply with the Company's advance notice bylaw provision. In the Notice Fidelity stated that it intends to appear at the 1996 annual meeting of the Company's stockholders (the "Annual Meeting") in person or by proxy to elect the following persons as members of the Board of Directors of the Company, and in that regard Fidelity intends to nominate the following persons (each a "Nominee") as nominees for election as directors of the Company at the Annual Meeting: Messrs. Roger D. Loomis, Jr., Seymour Preston Jr., Andrew F. Puzder and Frank P. Willey. Fidelity believes, and each of the Nominees has informed Fidelity that he believes, that it is in the best interests of the stockholders of the Company to merge with and into Fidelity. Each of the Nominees is committed to effecting an immediate merger of the Company with and into Fidelity on the terms indicated in the Offer Letter, consistent with such Nominee's fiduciary duties to Giant stockholders. If such a transaction cannot thereafter be completed the Nominees would consider seeking a liquidation of the Company. Each of the Nominees has consented to being named in the proxy statement of the Company as a nominee and to serve as a director of the Company if so elected. A copy of the Response Letter is attached as Exhibit 99.10 hereto and is incorporated herein by reference. A copy of a press release issued by Fidelity on March 1, 1996 announcing the delivery of the Notice is attached as Exhibit 99.11 hereto and is incorporated herein by reference. Page 4 of 17 Pages 5 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended to add the following: 99.10 Response Letter dated February 22, 1996 from Mr. Burt Sugarman to Mr. William Foley, II 99.11 Press Release issued by Fidelity on March 1, 1996 Page 5 of 17 Pages 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 1, 1996 FIDELITY NATIONAL FINANCIAL, INC. By: /s/ WILLIAM P. FOLEY, II ----------------------------------- Name: William P. Foley, II Title: Chairman of the Board and Chief Executive Officer Page 6 of 17 Pages 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 1, 1996 /s/ WILLIAM P. FOLEY, II ---------------------------- William P. Foley, II Page 7 of 17 Pages 8 EXHIBIT INDEX 99.10 Response Letter dated February 22, 1996 from Mr. Burt Sugarman to Mr. William P. Foley, II Page 9 99.11 Press Release issued by Fidelity on March 1, 1996 Page 14
Page 8 of 17 Pages EX-99.10 2 RESPONSE LETTER DATED FEBRUARY 22, 1996 1 EXHIBIT 99.10 LAW OFFICES CHRISTENSEN, WHITE, MILLER, FINK, JACOBS, GLASER & SHAPIRO A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 2121 AVENUE OF THE STARS EIGHTEENTH FLOOR LOS ANGELES, CALIFORNIA 90067-5010 (310) 553-3000 FAX (310) 556-2920 February 22, 1996 Mr. William P. Foley Chairman and Chief Executive Officer Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, California 92714 Dear Mr. Foley: I have been asked by the Board of Directors of GIANT GROUP, LTD. ("GIANT") to respond to your letter dated February 14, 1996. First, please be advised that GIANT declines to engage in a transaction with Fidelity National Financial, Inc. ("Fidelity"). After due consideration, the Board of Directors has determined that GIANT is not for sale. The Board believes that the future appears bright and the interests of the shareholders of GIANT would be best served if we pursue our present business plan. It has become clear through your statements and the statements of your advisors that the Fidelity plan is to bankrupt Rally's, liquidate GIANT and use the resulting cash to acquire assets for Fidelity. The Board is adamantly opposed to such a plan for GIANT. We believe that GIANT and its predecessor company which dates back to 1883 should not be destroyed to meet your often-stated need for cash in Fidelity. Nor should the 13,500 employees of Rally's and their families, or the 9 employees of GIANT and their families be subjected to the sudden loss of their jobs so you can use the cash of their companies to bolster Fidelity. The Board has also asked me to repeat - in writing - GIANT's position with respect to your offer to sell all of Fidelity's GIANT stock back to GIANT. The answer is - NO! This answer has already been conveyed to you through your intermediary, Mr. William Davenport. We assume you received our earlier answer since it was your friend and broker, Mr. Davenport, who said on February 9, 1996 that you had specifically authorized him to advise GIANT that you would sell all of Fidelity's GIANT shares back to GIANT for $15 per share and you Page 9 of 17 Pages 2 Mr. William P. Foley February 22, 1996 Page 2 would "go away". As you know, GIANT's response to the offer was "NO". Obviously, your offer to sell Fidelity's GIANT stock to GIANT at a premium completely undermines the credibility of your purported concerns about the welfare of GIANT shareholders set forth in your letter. Consistent with both your statements and actions to date, it is quite clear that if you and Fidelity are sufficiently compensated, any supposed harm to the shareholders of GIANT and Rally's is of no concern to you. Despite the obvious hypocrisy of your complaints about GIANT's recent corporate actions, the Board has asked me to respond to certain comments in your letter: A. The GIANT exchange offer to acquire additional shares of Rally's. The shareholders of GIANT and Rally's, as well as the bondholders of Rally's appear to disagree with your assessment of the proposed exchange offer for Rally's. Each of the securities has reacted favorably in the marketplace. Moreover, your primary reason for objecting to the exchange offer, namely the $9.00 per share liquidation preference on the preferred stock certainly has to rate and "A+" for gall. You complain bitterly that the preferred will have an advantage over the common stock in a liquidation of GIANT. Since you and your group are the only shareholders of GIANT who actually want to liquidate the company, you can be sure that the GIANT Board does not consider this a legitimate problem. Also, there is no "double dipping" issue as you contend since the preferred stock will not have the right to be paid twice in the unlikely event of a liquidation. It should also be noted that your assertions as to the proper procedure under Delaware law and NYSE rules for the issuance of the new preferred stock are simply wrong. Since you have competent counsel in both New York and California, you can easily confirm with them the fact that it is not incumbent upon our Board to seek shareholder approval prior to commencing the exchange offer. B. GIANT's sale of $22 Million face amount of Rally's bonds to Rally's. Page 10 of 17 Pages 3 Mr. William P. Foley February 22, 1996 Page 3 You vaguely object to this transaction on the theory that Rally's received a benefit at the expense of GIANT. Ironically, Rally's has been sued on the opposite theory that GIANT received a benefit at the expense of Rally's. Perhaps you and the plaintiff can sort out which fallacious theory should be pursued. Since both companies benefitted substantially, the ultimate outcome is a foregone conclusion. C. GIANT's repurchase of certain of its shares at $10. We find Fidelity's complaints about these transactions particularly puzzling in light of the following facts: (1) You have personally stated on a number of occasions, including a lengthy interview just last week in the "Orange County Business Journal" that the value of GIANT's stock is well in excess of its market price. In fact, on February 9, 1996 you told an analyst/investor information meeting at the Hyatt Grand Champions Hotel in Indian Wells, California that you valued the GIANT stock at $14 per share. One week later, on February 15, 1996, when the stock was selling at $10 per share, your General Counsel, Andrew Puzder, told the Los Angeles Times that GIANT is "an undervalued asset". (2) As evidenced by your recent offer to sell your GIANT stock back to the company, you have no objection to GIANT paying $15 per share for its stock so long as you are the recipient of the money. (3) Fidelity paid $10.375 per share for GIANT stock on the same day that you wrote the letter protesting the $10 price that GIANT had previously paid for its own stock. In fact, Fidelity was apparently so convinced that the stock was worth more than $10 per share that day that it was willing to violate Section 10b of the Securities and Exchange Act of 1934 in order to buy 45,000 shares from GIANT shareholders who could not know that Fidelity, contrary to its existing 13D, had made the decision to offer $12 per share for the Page 11 of 17 Pages 4 Mr. William P. Foley February 22, 1996 Page 4 same stock it was buying for $10.375 per share. Without getting into the details here, it is obvious that the GIANT shareholders who sold on February 14, 1996 should have been told about the Fidelity offer dated the same day and that this "front-running" by Fidelity violates existing law. (4) Over 1,100 companies had stock buy back programs in 1995 to the delight of their shareholders. Contrary to your assertion, when stock is repurchased all shareholders receive increased voting power - even shareholders with a pernicious intent, or a desire to elect directors willing to liquidate the company. D. The adoption by GIANT of a Shareholders Rights Plan. As you should know, in general, shareholder rights plans are adopted to increase the negotiating leverage of a Board of Directors in dealing with unsolicited offers which might not be made to fairly benefit all shareholders. Shareholder rights plans seek to ensure that a Board has the ability to discuss and/or negotiate in order to protect the interests of the company and its shareholders. The GIANT Board believes that the adopted plan does just that. Although there are many other misconceptions and misstatements in your letter, it would serve no purpose to go into each of them at this point. Suffice it to say that the GIANT Board understands your stated desire to buy other businesses for Fidelity in order to avoid the cyclical nature of Fidelity's business. The Board even understand your desire to liquidate other public companies in order to strip them of their cash for your own use. (Even though it understands, the Board does not share your enthusiasm for such a business approach. In fact, as you know, Mr. Sugarman turned down your offer to join with you in the acquisition of Summit Family Restaurants, Inc. and the planned stripping of that company of its cash.) The GIANT Board cannot allow you to pursue those goals at the expense of GIANT, Rally's and their shareholders and employees. As you stated in your interview, GIANT is a "great investment." The Board cannot and will not allow Fidelity to destroy the value of Page 12 of 17 Pages 5 Mr. William P. Foley February 22, 1996 Page 5 that "great" investment for all the GIANT shareholders so that one shareholder - - Fidelity - can profit. Very truly yours, /s/ Terry Christensen Page 13 of 17 Pages EX-99.11 3 PRESS RELEASE ISSUED BY FIDELITY ON MARCH 1, 1996 1 EXHIBIT 99.11 HEADLINE: FIDELITY NATIONAL FINANCIAL INC. WILL SEEK FOUR SEATS ON GIANT GROUP, LTD.'S BOARD DATELINE: IRVINE, CALIF., MARCH 1, 1996 BODY: Fidelity National Financial Inc. (NYSE: FNF), one of the nation's leading title insurance underwriters, announced today that it will solicit proxies in connection with Giant Group, Ltd.'s (NYSE: GPO) 1996 annual meeting of stockholders to elect a slate of directors committed to effecting an immediate merger of Giant with and into Fidelity on the terms indicated in Fidelity's proposal. Fidelity's announcement is in response to Giant's rejection of Fidelity's proposal to acquire Giant. Under Fidelity's proposal, Giant stockholders would receive Fidelity common stock worth $12.00 per Giant share, subject to a collar to be negotiated. Fidelity delivered, on March 1, 1996, a Notice of Stockholder Intention to Submit Business to Giant's Secretary. The purpose of such notice is to comply with Giant's advance notice bylaw provision. In the notice Fidelity announced that it intends to appear at Giant's 1996 annual meeting of stockholders to elect the following persons as members of the Board of Directors of Giant: Roger D. Loomis, Jr., 47, a Shareholder in the California law firm of Buchalter, Nemer, Fields & Younger, specializing in corporate and securities law. Mr. Loomis was previously a Partner in the California law firm of Lewis, D'Amato, Brisbois and Bisgaard and, prior to that, he was a Partner in the California office of Pepper, Hamilton & Sheetz. Currently Mr. Loomis is a member of the Institute for Corporate Counsel and serves on its Board of Advisors. He is a member of the State Bar of California, the American Bar Association and the Los Angeles County Bar Association, where he is currently serving on the Executive Committee of the Business and Corporations Law Section and until recently was the Editor in Chief of the Business Law Update. Mr. Loomis is a Trustee of High Point Academy in Pasadena, California. Seymour Preston Jr., 51, Senior Vice President of Goldin Associates, L.L.C., a financial advisor and turnaround manager specializing in restructuring and workouts. Mr. Preston was formerly a Senior Managing Director and the head of the Restructuring Group of Furman Selz Incorporated, an investment banking firm. Prior to joining Furman Selz, Mr. Preston was a Managing Director of the Equitable Capital Management Corporation, a money management subsidiary of the Equitable Life Page 14 of 17 Pages 2 Assurance Society of the United States and an Investment Officer of The Equitable Life Assurance Society of the United States, a life insurance company. Mr. Preston currently serves on the board of directors of Horsehead Resource Development Company, Inc., a NASDAQ listed company primarily engaged in inorganic hazardous waste resource recovery. Andrew F. Puzder, 45, Executive Vice President and General Counsel of Fidelity National Financial, Inc. Mr. Puzder has held these positions since January 1995. Prior to joining Fidelity he was a Shareholder in the California law firm of Stradling, Yocca, Carlson and Rauth. Mr. Puzder previously was a Partner in the California law firm of Lewis, D'Amato, Brisbois and Bisgaard, specializing in corporate and securities law. Prior to that, he was a Partner in the Stoler Partnership, a Missouri law firm. Frank P. Willey, 42, President and a director of Fidelity National Financial, Inc. Mr. Willey has been President since January 1995 and a director since December 1986. He previously held the position of Executive Vice President and General Counsel of Fidelity. Mr. Willey has served in various capacities with subsidiaries and affiliates of Fidelity since joining Fidelity in 1984. Mr. Willey currently serves on the board of directors of a number of companies, including CKE Restaurants, Inc., a NASDAQ listed company primarily engaged in the food service industry. CKE operates approximately 660 Carl's Jr. quick-service and approximately 22 Boston Chicken restaurants. Fidelity believes, and each of the nominees has informed Fidelity that he believes, that it is in the best interests of the stockholders of Giant to merge with and into Fidelity on the terms of Fidelity's proposal. If such a transaction cannot thereafter be completed the nominees currently intend to consider seeking a liquidation of Giant pursuant to which Giant's assets (principally consisting of cash and shares of Rally's Hamburgers, Inc.'s stock), would be distributed to Giant's stockholders. Giant's rejection of the Fidelity proposal was contained in a letter from Terry Christensen, a director of Giant, to William P. Foley, II, Fidelity's Chairman and Chief Executive Officer. Fidelity's spokesperson noted that in the letter, Giant attempted to justify several of its recent entrenchment maneuvers and to whitewash the concerns that Fidelity raised in its proposal regarding these entrenchment maneuvers. In its letter, Giant stated it is not for sale--and it did not address the fairness of Fidelity's offer to Giant's stockholders. Fidelity's spokesperson said: "Our offer was more than fair. Their silence speaks volumes." The Fidelity spokesperson also stated that it appears Giant failed to conduct a serious analysis of the benefits of Fidelity's proposal to Giant's stockholders. "We believe the stockholders will see through these tactics and so we have proposed our slate. Economics will rule." Page 15 of 17 Pages 3 In addition, the Fidelity spokesperson stated that on December 19, 1995, Giant commenced an action against Fidelity, Mr. Foley, CKE Restaurants, Inc., William Davenport and Robert Martyn. Fidelity and Mr. Foley filed counterclaims against Giant on January 16, 1996 and amended their counterclaims on February 16, 1996. In their counterclaims, among other things, Fidelity and Mr. Foley seek the following declarations: (1) that Giant, and one of its directors, defamed Fidelity and Mr. Foley in two of Giant's press releases, (2) that Giant's repurchases of an aggregate of 535,527 shares of its common stock in early January 1996 were invalid, unfair, and beyond the directors' powers, (3) that the offer to exchange a new series of $9.00 liquidation preference, participating, nonvoting preferred stock of Giant for common stock of Rally's Hamburgers, Inc., is invalid, unfair, and beyond the directors' powers, (4) that Giant's directors' consent to Rally's repurchase of $22 million face value of debt from Giant is invalid, unfair, and beyond the directors' powers, (5) that Giant's directors, and each of them, breached their fiduciary duties in taking the actions described in the counterclaims and (6) that the Poison Pill adopted by Giant's directors is invalid, unfair, and beyond the directors' powers. Headquartered in Irvine, Fidelity National Financial Inc. is one of the largest national underwriters engaged in the business of issuing title insurance and performing other title-related services in 49 states, the District of Columbia, Puerto Rico, the Bahamas and the Virgin Islands through its principal underwriting subsidiaries: Fidelity National Title Insurance Co., Fidelity National Title Insurance Co. of California, Fidelity National Title Insurance Co. of Pennsylvania, Fidelity National Title Insurance Co. of Tennessee and American Title Insurance Co. * * * CONTACT: Andrew F. Puzder, Executive Vice President and General Counsel, of Fidelity National Financial, Inc., 714-622-5000 CERTAIN ADDITIONAL INFORMATION: Fidelity National Financial, Inc. ("Fidelity") will be soliciting proxies for the election of directors at Giant Group, Ltd.'s 1996 annual meeting of stockholders. The following persons may be deemed to be participants in the solicitation by Fidelity: Fidelity, Mr. Andrew F. Puzder, Mr. Frank P. Willey, Mr. Roger D. Loomis, Jr. and Mr. Seymour Preston Jr. Fidelity is the beneficial owner and record owner of 100 shares of Giant common stock, par value $.01 per share (the "Common Stock"). Fidelity is the beneficial owner of 695,489 shares of Giant Common Stock, or approximately 14.6% of Giant's outstanding Common Stock. Of the 695,489 shares of Common Stock beneficially owned by Fidelity, 120,489 of such shares were purchased by a wholly-owned subsidiary of Fidelity. Mr. Foley, who is Chairman of the Board and Chief Executive Officer of Fidelity, owns approximately 21.7% of Fidelity's outstanding common stock. Mr. Foley may be deemed to be the beneficial owner of 695,489 shares of Giant Common Stock owned by Fidelity. Mr. Foley owns 10,000 shares of Giant Common Stock, or approximately .2% of Page 16 of 17 Pages 4 Giant's outstanding Common Stock. Mr. Foley expressly disclaims beneficial ownership of the 695,489 shares of Giant Common Stock owned by Fidelity and Fidelity expressly disclaims beneficial ownership of the 10,000 shares of Common Stock beneficially owned by Mr. Foley. Mr. Willey, who is President and a director of Fidelity, owns approximately 7% of Fidelity's outstanding common stock. Mr. Willey may be deemed to be the beneficial owner of 695,489 shares of Giant Common Stock. Mr. Willey expressly disclaims beneficial ownership of the 695,489 shares of Giant Common Stock owned by Fidelity. Mr. Puzder, who is Executive Vice President and General Counsel of Fidelity, may be deemed to be the beneficial owner of 695,489 shares of Giant Common Stock. Mr. Puzder expressly disclaims beneficial ownership of the 695,489 shares of Giant Common Stock owned by Fidelity. To the best of Fidelity's knowledge, none of the other persons who may be deemed participants currently own any shares of Giant stock. 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