<PAGE> 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
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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
<PAGE> 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
<PAGE> 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
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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
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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
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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
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
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
</TABLE>
Page 8 of 17 Pages
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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.
Page 17 of 17 Pages
