UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the first quarterly period ended March 31, 1997
GIANT GROUP, LTD.
9000 Sunset Boulevard, 16th Floor, Los Angeles, California 90069
Registrant's telephone number: (310) 273-5678
Commission File Number: 1-4323
I.R.S. Employer Identification Number: 23-0622690
State of Incorporation: Delaware
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]
On May 12, 1997, the latest practicable date, there were
3,180,655 shares of common stock outstanding.
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GIANT GROUP, LTD.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements
Consolidated Statements of Operations -
Three-Month Periods Ended March 31, 1996
and 1997 3
Consolidated Balance Sheets - December 31,
1996 and March 31, 1997 4
Consolidated Statements of Cash Flows -
Three-Month Periods Ended March 31, 1996
and 1997 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
(a) Exhibits
(b) Reports on Form 8-K
Signature 12
<PAGE>
<page-3>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
GIANT GROUP, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
for the three-month periods ended March 31, 1996 and 1997
(Unaudited)
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three-months ended
--------------------------
March 31, March 31,
1996 1997
---------- ----------
<S> <C> <C>
Revenue:
Investment income $ 912 $ 699
Gain on sale of investments 531 41
Other income 9 5
---------- ----------
Total revenue 1,452 745
Costs and expenses:
Co-ownership program --- 463
General and administrative 931 1,134
Exchange Offer 388 ---
Depreciation 80 96
Interest 31 1
---------- ----------
Total costs and expenses 1,430 1,694
---------- ----------
Equity in earnings (loss) of
affiliate 397 (143)
---------- ----------
Income (loss) before income taxes 419 (1,092)
Income taxes --- ---
---------- ----------
Net income (loss) $ 419 $(1,092)
========== ==========
Primary earnings (loss) per
common share and common
equivalent share $ 0.08 $ (0.31)
========== ==========
Weighted average shares 5,548,000 3,490,000
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<page-4>
GIANT GROUP, LTD.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
------------ ------------
(Unaudited)
($ in thousands, except per share amounts)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 12,644 $ 9,164
Marketable securities 10,583 9,201
Income tax receivables 10,928 212
Note and other receivables 3,825 2,651
Assets held-for-sale 21,485 23,374
Prepaid expenses and other current assets 1,013 784
--------- ---------
Total current assets 60,478 45,472
Property and equipment, net 3,559 3,848
Investment in affiliate 2,926 2,783
Other assets 2,084 1,400
--------- ---------
Total assets $ 69,047 $ 53,503
========= =========
LIABILITIES
Current liabilities
Note payable 10,500 ---
Accounts payable and accrued expenses 990 711
Income taxes payable 3,362 3,362
Deferred income taxes 164 55
Current maturities of long-term debt 43 40
--------- ---------
Total current liabilities 15,059 4,168
Deferred income taxes 1,173 1,173
--------- ---------
Total liabilities 16,232 5,341
--------- ---------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized
2,000,000 shares, none issued --- ---
Class A Common Stock, $.01 par value;
authorized 5,000,000 shares, none issued --- ---
Common stock, $.01 par value; authorized
12,500,000 shares; issued 7,266,000 shares at
March 31 and December 31 73 73
Capital in excess of par value 36,767 36,767
Unrealized holding gains (losses) on marketable
securities 246 116
Retained earnings 47,708 46,616
--------- ---------
84,794 83,572
Less common stock in treasury; 4,055,000 shares
at March 31 and 3,626,000 at December 31,
at cost 31,979 35,410
--------- ---------
Total stockholders' equity 52,815 48,162
--------- ---------
Total liabilities and stockholders' equity $ 69,047 $ 53,503
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<page-5>
GIANT GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three-month periods ended March 31, 1996 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
($ in thousands)
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
Net income (loss) $ 419 $ (1,092)
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating activities:
Depreciation 80 96
Accretion of discounts on investments (186) (191)
Gain on sale of investment (531) (41)
Equity in (earnings) loss of affiliate (397) (143)
Changes in operating assets and liabilities:
Income tax receivables (149) 10,716
Other assets and liabilities (397) 195
Accounts payable and accrued expenses 285 (279)
--------- ---------
Net cash provided (used) by operating activities (876) 9,547
--------- ---------
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
Payment of short-term note payable --- (10,500)
Purchase of assets held-for-sale and related costs,
net of amortization --- (1,923)
Payments on debt investment and short-term advance --- 1,794
Sales of short-term investments, net of purchases 9,559 1,507
Proceeds from sale of affiliate's debt securities 11,860 ---
Advances, net to affiliate under short-term line of credit (500) ---
Purchases of property and equipment (91) (385)
--------- ---------
Net cash provided (used) by investing activities 20,828 (9,593)
--------- ---------
CASH FLOWS USED BY FINANCING ACTIVITIES:
Purchase of treasury stock (5,222) (3,431)
Repayment of short-term borrowings (1,625) (3)
Proceeds from the exercise of stock options 2,025 ---
--------- ---------
Net cash used by financing activities (4,822) (3,434)
--------- ---------
Increase (decrease) in cash and cash equivalents 15,130 (3,480)
Cash and cash equivalents:
Beginning of period 16,991 12,644
--------- ---------
End of period $ 32,121 $ 9,164
========= =========
Supplemental disclosure of cash received (paid) for:
Income taxes $ (250) $ 10,716
Interest (31) (1)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<page-6>
GIANT GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands, except per share amounts)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
have been prepared in accordance with Form 10-Q instructions and
in the opinion of management contain all adjustments (consisting
of only normal recurring accruals) necessary to present fairly
the financial position as of March 31, 1997 and the results of
operations and cash flows for the three-month periods ended March
31, 1996 and 1997. These results have been determined on the
basis of generally accepted accounting principles and practices
applied consistently with those used in the preparation of the
Company's 1996 Annual Report on Form 10-K. Certain 1996 amounts
have been reclassified to conform to the 1997 presentation.
Operating results for the three-month period ended March 31, 1997
are not necessarily indicative of the results that may be
expected for the full year. It is suggested that the accompany-
ing unaudited consolidated financial statements be read in
conjunction with the financial statements and notes in the
Company's 1996 Annual Report on Form 10-K.
2. INVESTMENT IN AFFILIATE
GIANT's investment in Rally's of $2,926 and $2,783 at
December 31, 1996 and March 31, 1997, respectively, represents
approximately 15% of Rally's outstanding common stock. At March
31, 1997, the Company owned 3,137,000 shares of Rally's, the
quoted market value of which was $11,372.
On March 21, 1997, pursuant to a Settlement and Limited
Release Agreement between the Company and Fidelity and CKE,
1,175,000 options previously granted to Fidelity and CKE by Giant
to purchase Rally's common stock at $4.00 per share were
canceled.
On March 25, 1997, Rally's and Checkers announced that they
have agreed in principle to a merger between the two companies.
Under the terms of the letter of intent signed by the parties,
each share of Rally's common stock will be converted on
completion of the merger into three shares of Checkers common
stock. Upon completion of the merger, Rally's will become a
wholly-owned subsidiary of Checkers. The transaction is subject
to negotiation of definitive agreements, receipt of opinions of
Rally's and Checker's investment bankers as to the fairness of
the transaction to Rally's and Checker's respective shareholders,
stockholder approvals and other customary conditions. The
merger, if completed, is expected to close in the second or third
quarter of 1997.
Summarized financial information for Rally's is as follows:
Operating results for the 1st quarter 1996 1997
------------------------------------- --------- ---------
Revenues $ 41,912 $ 32,595
Income (loss) from operations (3,369) 1,015
Extraordinary gain, net of income
taxes 4,522 ---
Net income (loss) 838 (952)
GIANT's share of non-cash equity
gain (loss) in Rally's 397 (143)
3. NEW ACCOUNTING PRONOUNCEMENTS
In March 1997, the FASB issued SFAS No. 128, "Earnings per
Share" ("SFAS 128") and SFAS No. 129, "Disclosure of Information
about Capital Structure" ("SFAS 129"). SFAS 128 revises and
simplifies the computation for earnings per share and requires
certain additional disclosures. SFAS 129 requires additional
disclosures regarding the Company's capital structure. Both
standards will be adopted in fiscal 1997. Management does not
expect the adoption of these standards to have a material effect
on the Company's consolidated financial position or consolidated
results of operations.
4. COMMITMENTS AND CONTINGENCIES
In January and February 1994, two class action lawsuits were
filed, on behalf of the shareholders of Rally's in the United
States District Court for the Western District of Kentucky,
against Rally's, GIANT, Burt Sugarman, certain Rally's present
and former officers and directors and its auditors. The
complaints allege defendants violated the Securities Exchange Act
of 1934, as amended, among other claims, by issuing inaccurate
public statements about Rally's in order to arbitrarily inflate
the price of Rally's common stock, and seek unspecified damages,
including punitive damages. On April 15, 1994, Rally's filed a
motion to dismiss and a motion to strike. On April 5, 1995, the
Court struck certain provisions of the complaint but otherwise
denied Rally's motion to dismiss. In addition, the Court denied
plaintiffs' motion for class certification; the plaintiffs'
renewed this motion, and, on April 16, 1996, the Court certified
the class. In October 1995, the plaintiffs filed a motion to
disqualify Christensen Miller as counsel for defendants based on
a purported conflict of interest allegedly arising from the
representation of multiple defendants, as well as Ms. Glaser's
association with Christensen Miller. That motion was denied on
September 19, 1996. The action briefly was stayed between May 30
and June 21, 1996 to facilitate settlement discussions. Two
settlement conferences have been conducted; the parties are
presently in the process of scheduling a third conference. Fact
discovery is now set to be completed in late May, 1997. No trial
date has been scheduled yet. Management is unable to predict the
outcome of this matter at the present time or whether or not
certain available insurance coverages will apply. Rally's and
the Company deny all wrong-doing and intend to defend themselves
vigorously in this matter.
In February 1996, Harbor commenced a derivative action,
purportedly on behalf of Rally's, against GIANT, Burt Sugarman,
David Gotterer, and certain of Rally's other officers and
directors before the Delaware Chancery Courts. Harbor named
Rally's as a nominal defendant. Harbor claims that the directors
and officers of both Rally's and GIANT, along with GIANT,
breached their fiduciary duties to the public shareholders of
Rally's by causing Rally's to repurchase certain Rally's Senior
Notes at an inflated price. Harbor seeks "millions of dollars"
in damages, along with rescission of the repurchase transaction.
In the fall of 1996, all defendants moved to dismiss this action.
On April 3, 1997, the Chancery Court denied defendants' motion.
GIANT denies all wrongdoing and intends to vigorously defend
itself in this action. It is not possible to predict the outcome
of this action at this time.
In February 1996, Michael Shores on behalf of himself and
purportedly all other stockholders of the Company commenced a
putative class action against the Company, and the Company's
directors, Burt Sugarman, David Gotterer, Terry Christensen and
Robert Wynn. The complaint, filed before the Los Angeles County
Superior Court, alleges that these directors breached their
fiduciary duties by adopting a stockholder rights plan, by
causing GIANT to sell certain Rally's Senior Notes back to
Rally's, by causing GIANT to repurchase certain amounts of its
own Common Stock pursuant to its stock repurchase program and by
agreeing to the Exchange Offer. The complaint claims that these
actions were undertaken to entrench management rather than for
the benefit of the Company and its stockholders. The complaint
seeks unspecified damages, injunctive relief and a recovery of
attorneys' fees and costs. In February 1997, defendants filed a
motion to dismiss, among other grounds, for failure to make a
pre-litigation demand on the Board of Directors to investigate
the plaintiffs' claim. The motion asks the court, in the
alternative, to stay the litigation to permit the Company to
address plaintiffs' claims internally. Argument on this motion
is now set for late June 1997. The Company denies all wrongdoing
and intends to vigorously defend itself in this action. It is
not possible to predict the outcome of the action at this time.
In October 1996, KCC filed a complaint, in the Los Angeles
County Superior Court, that states causes of action for fraud,
breach of fiduciary duty, fraudulent concealment, breach of
contract, unfair business practices, permanent and preliminary
injunctive relief, and declaratory relief. The complaint seeks
damages for the breach by Mr. Joseph Pike and related entities of
a July 24, 1996 agreement by which KCC agreed to contribute
$6,000, in return for a 26% equity interest in the entity
producing the abortion inducing drug, Mifepristone, in the United
States and other parts of the world. KCC has also sued the
licensors of Mifepristone, the Population Council, Inc. and
Advances in Health Technology, Inc., on a declaratory relief
claim. The licensors claim that their prior approval was
necessary for the July 24, 1996 NeoGen Agreement between KCC and
Joseph Pike and the other defendants. On February 19, 1997, the
Pike defendants filed an answer to the complaint, denying its
material allegations and raising affirmative defenses. On that
date, certain defendants filed a cross-complaint against KCC,
GIANT, Burt Sugarman, and two of GIANT's current directors Terry
Christensen and David Malcolm alleging causes of action for
fraud, breach of contract, intentional interference with prospec-
tive economic advantage, negligent interference with prospective
economic advantage and unfair business practices. Limited
discovery has been conducted; because among other things, Mr.
Pike's depositions has been postponed four times. Discovery is
on-going. A status conference in this matter is set for July 3,
1997. No trial date has been set.
In November 1996, Joseph Pike filed a complaint for
defamation against GIANT, KCC, Burt Sugarman, Terry Christensen,
David Malcolm and Does 1 through 50, in the San Diego County
Superior Court. The complaint seeks an unspecified amount of
general, special and exemplary damages. All defendants have
answered the complaint, denying its material allegations and
raising several affirmative defenses. A case management
conference before the court is scheduled for May 16, 1997. KCC
denies all wrongdoing and intends to vigorously defend itself in
this action. It is not possible to predict the outcome of the
action at this time.
Since management does not believe that the previously
mentioned lawsuits contain meritorious claims, management
believes that the ultimate resolution of the lawsuits will not
materially and adversely affect the Company's consolidated
financial position or results of operations.
<page-9>
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED MARCH 31, 1997
VERSUS MARCH 31, 1996
Total revenue for the three-months ended March 31, 1997
decreased $707 to $745 from $1,452 for the comparable period in
1996. During the fourth quarter of 1996 and continuing into 1997,
the Company has liquidated securities and invested these funds
into the Luxury Yacht Co-Ownership Program ("Co-Ownership
Program"). The current year's quarter reflected lower interest
income of $221 and a lower gain of $490 on the sale of equity
investments compared to the first quarter of 1996.
During the first quarter of 1997, the Ocean Group launched
the Co-Ownership Program and incurred expenses of $463, primarily
consisting of advertising of $152, crew and related expenses of
$94 and parts and maintenance of $90. No Co-Ownership Program
interests were sold during the quarter.
General and administrative expenses for the three-months
ended March 31, 1997 increased $203 to $1,134 in 1997 from $931
in 1996 primarily due to higher travel expenses of $106 related
to the launching of the Co-Ownership Program in February, higher
franchise taxes of $30 and higher salaries of $29, compared to
1996.
Interest expense for the first quarter of 1997 decreased due
to the prepayment in February 1996 of the Company's 9.25% Term
Note, due December 18, 1996.
The Company's non-cash equity share for 1997 in its 15%
owned affiliate Rally's increased to a non-cash loss of $143
compared to a non-cash gain of $397 in the prior quarter.
Rally's reported a net loss of $952 compared to net income of
$838 for 1996. Excluding an extraordinary gain of $4,522 from the
early retirement of debt, Rally's net loss in 1996 was $3,684.
This decrease in net loss resulted primarily from reductions in
store level costs.
The Company's financial statements reflect valuation
allowances of $4,853 and $4,796, at March 31, 1997 and December
31, 1996, respectively, as it is more likely than not, as defined
in SFAS No. 109 "Accounting for Income Taxes" that these tax
benefits will not be realized in the near future.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents, marketable securities and note
and other receivables at March 31, 1997 totaled $21,016 compared
with $27,052 at December 31, 1996. Note and other receivables at
March 31, 1997 consist primarily of the short-term portion of the
investment in Checkers subordinated debt. At March 31, 1997 and
December 31, 1996, the Company had working capital of $41,304 and
$45,419 with current ratios of 10.9 to 1 and 4.0 to 1, respec-
tively. In addition, as of March 31, 1997 and December 31, 1996,
GIANT owned 3,137,000 shares of Rally's outstanding common stock
which represents approximately 15% of Rally's outstanding common
stock. On March 31, 1997, the market value of the Company's
investment in Rally's was $11,372.
At March 31, 1997 and December 31, 1996, the Company's
consolidated balance sheets included a liability of approximately
$3,200 related to a proposed assessment by the State of Cali-
fornia made as a result of their audit of the tax years 1989
through 1991. GIANT has vigorously disputed this assessment and
is awaiting the resolution.
Net cash provided by operating activities for the three-
months ended March 31, 1997 was $9,547 compared to cash used by
operating activities of $876 for the comparable period in 1996.
This increase in cash provided by operating activities was
attributable to income tax refunds of $10,716 received related to
the realization of capital losses on the 1996 sales of Rally's
common stock and net operating loss carryback claim, lowered by
cash used for the funding of the Company's operations.
Net cash used by investing activities for the three-months
ended March 31, 1997 was $9,593 compared to cash provided by
investing activities of $20,828 for the comparable period in
1996. During the current quarter, the Company paid the remaining
balance of the $10,500 note which financed assets purchased in
1996 for the Co-Ownership Program. The Ocean Group purchased
additional assets for $1,889 and incurred start-up costs of $190
in the current quarter, net of amortization of previously
incurred start-up costs of $70. The Company received principal
payments on its investment in Checkers subordinated debt,
including payment in full of the 1996 short-term advance, of
$1,794. Also in the current quarter, the Company sold marketable
securities and received proceeds of $6,507. These proceeds were
lowered by the purchase of marketable securities for $5,000.
Finally, the Company paid $385 for furniture and equipment and
for leasehold improvements for its new office space. These
assets are included in property and equipment on the Company's
consolidated balance sheet; however, depreciation will begin in
April, the month the Company moved.
Net cash used by financing activities for the three-months
ended March 31, 1997 was $3,434 compared to $4,822 for the
comparable period in 1996. In the current quarter, the Company,
with the approval of the Board of Directors, purchased 429,000
shares of its own Common Stock at an aggregate cost of $3,431.
In April 1997, the Company with the approval of the Board of
Directors, purchased 30,000 shares of its own Common Stock at an
aggregate cost of $207.
The Company's current liquidity is provided by cash and cash
equivalents, liquidation of marketable securities, cash received
from note receivables and investment income. Management believes
that this liquidity, plus the Company's capital resources and its
ability to obtain financing at favorable rates are sufficient for
the Company to properly capitalize its current and future
business operations, as well as fund its on-going operating
expenses.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995
provides a "safe harbor" for forward-looking statements: Certain
information included in this document (as well as information
included in oral statements or other written statements made or
to be made by the Company) contains statements that are forward-
looking, such as statements relating to plans for future
activities. Such forward-looking information involves important
risks and uncertainties that could significantly affect antici-
pated results in the future and, accordingly, such results may
differ from those expressed in any forward-looking statements
made by or on behalf of the Company. These risks and uncertain-
ties include, but are not limited to, those relating to the
development and implementation of the Company's new business
plan, the acceptance of the Company's Luxury Yacht Co-Ownership
Program, conditions affecting the luxury yacht business
generally, domestic and global economic conditions, activities of
competitors, changes in federal or state tax laws and of the
administration of such laws.
<page-11>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
For information regarding legal matters, see Note 4 of the
Notes to Consolidated Financial Statements on page 7 of this Form
10-Q and Item 3 "Legal Proceedings" as reported in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 SETTLEMENT AND LIMITED RELEASE AGREEMENT
between GIANT and Fidelity and CKE, dated
March 21, 1997.
11 Statement re computation of per share
earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the
first quarter of 1997.
<page-12>
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. - Registrant
By: \s\ Cathy L. Wood
---------------------------
Cathy L. Wood
Vice President & Treasurer
Chief Financial Officer
Date: May 14, 1997
EXHIBIT 10.1
SETTLEMENT AND LIMITED RELEASE AGREEMENT
THIS SETTLEMENT AND LIMITED RELEASE AGREEMENT ("Agreement")
is made and entered into by and between GIANT GROUP, LTD.
("GIANT"), on the one hand, and Fidelity National Financial, Inc.
("Fidelity") and CKE Restaurants, Inc. ("CKE"), on the other
hand, as of March 21, 1997.
Any reference in this Agreement to a "party" or "the
parties" shall refer to a party or the parties to this Agreement.
This Agreement is entered into with reference to the
following facts:
RECITALS
A. Certain disputes (the "Disputes") have arisen between
GIANT, on the one hand, and Fidelity and CKE, on the other hand,
concerning a purchase and standstill agreement made as of April
26, 1996 by and between them (the "Purchase Agreement").
B. The parties are each desirous of settling and fully and
finally resolving the Disputes concerning the Purchase Agreement.
C. It is not the intent nor the desire of the parties
hereto that this Agreement should in any way interfere with,
alter, modify or supersede the Purchase Agreement, except as
expressly set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, obligations and promises hereinafter set forth, IT IS
HEREBY AGREED BY THE PARTIES AS FOLLOWS:
1. OBLIGATIONS AND RELEASES
a. Paragraph 3.b of the Purchase Agreement is hereby
deemed deleted, null and void. Any and all rights of Fidelity
and CKE, and any and all obligations of GIANT, under said
paragraph hereby are fully relinquished and waived.
b. GIANT, on behalf of its parent corporations,
subsidiary corporations, affiliated corporations, shareholders,
officers, directors, partners, agents, representatives,
employees, attorneys, successors, predecessors, assignees, heirs,
and insurers hereby absolutely and forever releases and
discharges Fidelity and CKE, their parent corporations, subsidi-
ary corporations, affiliated corporations, shareholders,
officers, directors, partners, agents, representatives,
employees, attorneys, successors, predecessors, assignees, heirs,
and insurers from any and all claims, demands, damages, debts,
obligations and liabilities arising from the facts, circumstances
and representations made by the parties leading to the execution
of the Purchase Agreement by the parties hereto. Nothing in this
paragraph shall be construed as releasing Fidelity and CKE from
their obligations under the Purchase Agreement except as
expressly set forth in this Agreement.
c. Fidelity and CKE, on behalf of their parent
corporations, subsidiary corporations, affiliated corporations,
shareholders, officers, directors, partners, agents, representa-
tives, employees, attorneys, successors, predecessors, assignees,
heirs, and insurers hereby absolutely and forever release and
discharge GIANT, its parent corporations, subsidiary corpora-
tions, affiliated corporations, shareholders, officers,
directors, partners, agents, representatives, employees,
attorneys, successors, predecessors, assignees, heirs, and
insurers from any and all claims, demands, damages, debts,
obligations and liabilities arising from the facts, circumstances
and representations made by the parties leading to the execution
of the Purchase Agreement by the parties hereto. Nothing in this
paragraph shall be construed as releasing GIANT from any of its
obligations under the Purchase Agreement except as expressly set
forth in this Agreement.
2. SUCCESSORS, ASSIGNS AND AFFILIATES
All of the terms and conditions of this Agreement shall be
binding upon, and shall inure to the benefit of the parties, and
each of their heirs, beneficiaries, successors, assigns, subsidi-
aries and affiliated corporations.
3. REPRESENTATION BY COUNSEL AND INTERPRETATION
The parties, and each of them, at all times material hereto,
have had the opportunity to consult independently with legal
counsel of their own choosing concerning their obligations and
rights affected by this Agreement, its form and content, and the
advisability of executing it. Therefore, the parties each
acknowledge and agree that this Agreement shall not be deemed to
have been prepared or drafted by one party or another, and that
its interpretation shall not be resolved by any rule of inter-
pretation providing for interpretation against the drafting party
who causes any uncertainty.
4. THIS AGREEMENT IS NOT TO BE CONSTRUED AS AN ADMISSION
Acceptance of this Agreement and the payments and other
considerations referenced herein are neither intended to be nor
shall be construed as an admission of liability on the part of
any party to this Agreement, by whom liability is expressly
denied; they are also neither intended to be nor shall be
construed as an admission of any fact.
5. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the
parties pertaining to the Disputes as set forth in this Agreement
and supersedes all prior or contemporaneous settlement agree-
ments, understandings, writings, communications, representations,
negotiations, or discussions, whether oral or written, except as
specifically set forth herein. No supplements, modifications,
waivers, or terminations of this Agreement shall be binding
unless executed in writing by the parties to be bound thereby.
No waiver of any provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether
or not similar, nor shall any such waiver constitute a continuing
waiver, unless otherwise expressly provided). Each party
warrants, promises, and represents that it is not relying upon
any oral representations, promise or statement in executing this
Agreement, and that is not relying upon any promise or represen-
tation contained in any other written agreement, except the
Purchase Agreement.
6. HEADINGS
The headings contained in this Agreement have been inserted
for convenience only and in no way define, enlarge or limit the
scope or interpretation of any provision.
7. COUNTERPARTS
This Agreement may be executed in any number of counter-
parts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same Agreement.
8. GOVERNING LAW
This Agreement has been made and entered into in Los Angeles
County, California, and shall be construed in accordance with,
and be governed by, the laws of the State of California.
9. UNDERSTANDING THE AGREEMENT
Each of the undersigned (on behalf of himself, herself and
the party for whom they sign) warrants and represents that he/she
has full authority to enter into this Agreement on behalf of the
party for whom they sign and to make it binding in accordance
with its terms and that he/she has read, understands, and agrees
fully to all of the terms and conditions of this Agreement. Each
of the parties signs this Agreement freely, knowingly and will-
ingly, and hereby warrants and represents that he/she has not
done it under duress of any kind.
10. MODIFICATION OR WAIVER
This Agreement cannot be modified, superseded or changed
except by written instrument signed by all the parties hereto.
No waiver of any of the provisions of this Agreement shall be
deemed to constitute a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver.
No waiver shall be binding unless executed in writing by the
party making the waiver.
IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date first above written.
GIANT GROUP, LTD., a Delaware
corporation
By: \s\ Terry Christensen
----------------------
Name: Terry Christensen
Title: Director
Fidelity National Financial, Inc.,
a Delaware corporation
By: \s\ Andrew Puzder
----------------------
Name: Andrew Puzder
Title: Executive Vice President
and General Counsel
CKE Restaurants, Inc., a Delaware
Corporation
By: \s\ Andrew Puzder
----------------------
Name: Andrew Puzder
Title: Executive Vice President
and General Counsel
EXHIBIT 11
GIANT GROUP, LTD.
EARNINGS PER SHARE
for the three-month periods ended March 31, 1996 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1996 1997
------------ -----------
($ in thousands,
except per share amounts)
<S> <C> <C>
Earnings (loss) applicable to Common Stock:
Net income (loss) for the quarter $ 419 $ (1,092)
Income earned on investment of remaining proceeds
from exercise of stock options, after Company's
acquisition of Common Stock (1) 46 ---
------------ -----------
$ 465 $ (1,092)
============ ===========
Average weighted number of common shares and common
equivalent shares:
Weighted average number of common shares outstanding 4,678,000 3,490,000
Additional shares assuming conversion of stock
options (2) 870,000 ---
------------ -----------
5,548,000 3,490,000
============ ===========
Primary earnings (loss) per common share and common
equivalent share $0.08 $(0.31)
============ ===========
(1) Assuming funds were invested in U.S. government short-term obligations
earning interest at 5%.
(2) Reflects the 20% limit required by APB No. 15 for reacquisition of
shares. Excess proceeds from exercise of stock options have been
assumed to be invested in short-term government securities (see (1)).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FOLLOWING INFORMATION HAS BEEN EXTRACTED FROM THE FINANCIAL STATEMENTS
IN THE FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997.
</LEGEND>
<CIK> 0000041296
<NAME> GIANT GROUP, LTD.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 9,164
<SECURITIES> 9,201
<RECEIVABLES> 2,863
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45,472
<PP&E> 6,142
<DEPRECIATION> 2,294
<TOTAL-ASSETS> 53,503
<CURRENT-LIABILITIES> 4,168
<BONDS> 0
0
0
<COMMON> 73
<OTHER-SE> 48,089
<TOTAL-LIABILITY-AND-EQUITY> 53,503
<SALES> 0
<TOTAL-REVENUES> 745
<CGS> 0
<TOTAL-COSTS> 1,693
<OTHER-EXPENSES> 143
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> (1,092)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,092)
<EPS-PRIMARY> (.31)
<EPS-DILUTED> 0
</TABLE>
