TCR_Public/960222.MBX BANKRUPTCY CREDITORS' SERVICE, INC.


Bankruptcy News For - February 22, 1996



  1. CAPITAL GAMING ANNOUNCES AGREEMENT TO SELL ITS NEW ORLEANS RIVERBOAT CASINO TO CASINO MAGIC CORP.
  2. DCR REAFFIRMS UNISYS CORPORATION'S CREDIT RATINGS.
  3. Major Restructuring Charge Increases Fresh Choice Loss For Fourth Quarter and Full Year 1995
  4. Giant Group Ltd. sends letter to Fidelity National Financial
  5. Whitlock Corp. seeks Chapter 11 protection


CAPITAL GAMING ANNOUNCES AGREEMENT TO
SELL ITS NEW ORLEANS RIVERBOAT CASINO TO CASINO MAGIC CORP.
        


            ATLANTIC CITY, N.J., Feb. 22, 1996 - href="chap11.capital.html">Capital Gaming
        International, Inc.
(OTC Bulletin Board: GDFI) announced today
that
        it has entered into an agreement to sell its wholly-owned
        subsidiary, Crescent City Capital Development Corp. ("Crescent
        City"), to Casino Magic Corp. (Nasdaq-NNM: CMAG) for $50.0 million
        plus the assumption of equipment liability up to $6.5 million.
        Crescent City owns the New Orleans riverboat casino, the Crescent
        City Queen, and a license to conduct riverboat gaming operations in
        Louisiana.  Pursuant to the agreement, the Crescent City Queen is to
        be delivered to Casino Magic free and clear, with all liabilities
        satisfied, including trade payables and bondholder debt.  Casino
        magic intends to operate Crescent City's gaming license in Bossier
        City, Louisiana.

        
            Commenting on the transaction, Edward M. Tracy, the Company's
        President and CEO, stated, "We are very pleased with the terms of
        our agreement with Casino Magic, as well as their commitment to
        gaming in Louisiana.  We are confident that their proposal will be
        acceptable to the Louisiana regulators and anticipate the closing of
        this transaction to take place within 90 days."
   

     
            The sale is contingent upon approval of the Louisiana State
        Police, the Louisiana Riverboat Gaming Commission, the Bankruptcy
        Court and obtaining Federal Hart-Scott-Rodino clearance.
        Additionally, the Company and Casino Magic each have until March 1,
        1996 to perform and complete their customary due diligence review of
        each other, and either party can terminate the transaction for any
        reason during that period of time.

        
            Based in Atlantic City, New Jersey, Capital Gaming International
        is a multi-jurisdictional casino development and management company
        with interests in the Native American gaming market.
   


        CONTACT: William S. Papazian, Senior Vice President and General
        Counsel of Capital Gaming International Inc., 609-383-3333



DCR REAFFIRMS UNISYS CORPORATION'S CREDIT RATINGS.

        
            CHICAGO, Feb. 22, 1996 - Duff & Phelps Credit Rating Co.
        (DCR) has reaffirmed its ratings on Unisys Corporation following a
        review of management's plans to regain profitability in 1996 and to
        meet this year's debt retirements.
        


            In December 1995, DCR lowered Unisys` senior debt  rating from
        `BB` (Double-B) to `BB-` (Double-B- Minus), the convertible
        subordinated notes from `BB-` (Double-B-Minus) to `B` (Single-B),
        and the convertible preferred stock from `B+` (Single-B-Plus) to
        `B-` (Single-B-Minus).
        


            Unisys Corporation remains on Rating Watch-Down, reflecting the
        challenges in 1996 to implement the new organization structure, to
        introduce new hardware products in a timely manner, to regain
        profitability, to access the capital markets, to negotiate a new
        bank agreement and to pay off debt maturities of $343 million in
        third quarter 1996. Debt maturities will continue to be a heavy
        burden for the three years following 1996, notably $432 million in
        1997. Past performance raises some uncertainty regarding Unisys`
        ability to execute its business strategy in a dynamic information
        technology market, although management has a credible plan for
        returning to profitability in 1996.
        


            Results in 1995 were disappointing, with an after-tax loss of
        $625 million after fourth quarter charges of $670.5 million after-
        tax, revenues up a modest 4% and net cash from operating activities
        only $98 million. Excluding the charges, the gross margin was lower
        in all three business areas.

        
            In response to the adverse developments, Unisys management took
        the restructuring charge in fourth quarter 1995. The company
        abandoned its matrix organization and established three distinct
        businesses within Unisys giving greater focus to each area and
        becoming more cost competitive. Two of the three businesses are
        under new management as well. Management now expects $500 million of
        annualized savings from the latest restructuring charge to be
        achieved by yearend 1996 and $600 million by yearend 1997. Cash
        outlays associated with the restructuring will be approximately $400
        million in 1996 and $150 million in 1997.
   

     
            Favorably, cash is at a high level of $1.1 billion entering into
        1996, buoyed by the sale of Custom Defense Products to Loral for
        $862 million.  In addition to Unisys accessing the long-term debt
        market this year, negotiating a new credit agreement will be
        necessary in the first half of 1996. Unisys is not currently drawing
        funds under the $325 million revolver, which expires in May 1996.

        
            With 1995 sales of $6.2 billion, Unisys is one of the top 10
        U.S.- based providers of information hardware, services and
        software. End- market focus is in the financial services, public
        sector and government, transportation, communications and health
        information management.
   

     
            Unisys had about $1.9 billion of debt and $1.6 billion of
        preferred stock outstanding at December 31, 1995.
      


        CONTACT:  George J. Podrasky, CFA, 312-368-3207, or Thomas P.
        Vaiana, 312-368-4557, both of Duff & Phelps Credit Rating Co.



Major Restructuring Charge Increases Fresh Choice Loss For
Fourth Quarter and Full Year 1995

        
            SANTA CLARA, Calif. -- Feb. 22, 1996 -- Fresh
        Choice, Inc. (Nasdaq: SALD) today reported a net loss of
        $24,722,000, or $4.47 per share, for the fourth quarter of 1995 (17
        weeks), including a $23.9 million charge resulting from the
        restructuring plan announced in December 1995.  This compared to net
        income of $65,000 or $0.01 per share for the fourth quarter of 1994
        (16 weeks).
        


            Sales for the fourth quarter were $26,511,000, an increase of
        $2,567,000, or 10.7%, over the fourth quarter of 1994.

        
            The company also disclosed results for the 53 weeks of the
        fiscal year ended Dec. 31, 1995.  The net loss was $27,796,000, or
        $5.05 per share, versus a net income of $3,198,000, or $0.58 per
        share in the 52 weeks of 1994.
   

     
            Sales for the year ended Dec. 31, 1995 were $84,280,000, up
        9.5%, compared with $76,969,000 last year.  This sales increase
        included revenues from seven new restaurants opened during 1995.
        Comparable real-store sales for the fourth quarter of 1995 were 7.1%
        below those for the fourth quarter of 1994.  This represented an
        improvement over the third quarter of 1995 when comparable real-
        store sales were 10.0% below the comparable prior year period and an
        earlier low point of 17.2% for the first half of 1995. Comparable
        real-store sales declined 12% for the full fiscal year.
      

  
            Shares used in computing per share amounts for the fourth
        quarter were 5,529,000 and 5,534,000 in the prior year.  For the
        full years, 1995 and 1994, calculations, the shares were 5,504,000
        and 5,544,000 respectively.

        
            Charles A. Lynch, chairman of Fresh Choice, said, "We had a very
        difficult year, but there is good reason for optimism.  With the
        help of Bob Ferngren, our new chief executive officer, we came to
        grips with the fundamental issues confronting the company, we
        refocused our business strategies to return the company to
        profitability, and we are executing them vigorously with close
        attention to the economics of each restaurant.
   

     
            "In addition to the improving comparable real-store sales, we
        strengthened our organization dramatically.  Our cost elements are
        much closer to being in line.  We're on target with our plan for
        store closings by shutting three poor-performing units last December
        and one during the first quarter of 1996.
      

  
            "As we go into our next fiscal year, we'll be fine-tuning our
        products which, our research tells us, continue to have strong
        customer loyalty," Lynch emphasized, "and we'll be marketing them
        aggressively.  As part of this effort, we'll also look at
        strengthening our value-price relationship.
        


            "In addition, we'll soon announce a new design for our future
        restaurants which will improve their attractiveness and dining
        enjoyment for our customers.  It will include a special window to
        expedite take-out sales.  And our product line will include name-
        brand products from other companies.

        
            "All of these improvements will be supported by strong training
        programs for our employees and refocusing our internal systems to
        deliver maximum efficiency," Lynch said.  "We'll also be carefully
        studying new locations for growth possibilities."
   

     
            Fresh Choice, Inc. operates 54 casual, upscale restaurants in
        California, the state of Washington, Texas and the Washington, D.C.
        metropolitan area.  The company's restaurants offer customers an
        extensive selection of high-quality, freshly prepared traditional
        and specialty salads, hot pasta dishes, soups, bakery goods, and
        desserts in a self-service format.
      

  
            The above statements about Fresh Choice's future plans are
        forward looking statements within the meaning of the Private
        Securities Litigation Reform Act of 1995, and are subject to
        numerous risks and uncertainties.  Among these risks and
        uncertainties are the ability to implement and the effectiveness of
        the previously announced restructuring plan; the ability of Fresh
        Choice to obtain funds to pursue its future plans; competitive
        pressures in the food-service marketplace; the changing tastes of
        consumers; the effect of general economic conditions and the ability
        to secure and retain the services of experienced personnel.
        Additional risks and uncertainties may be included in Fresh Choice's
        most recent annual report on Form 10-K and quarterly reports on Form
        10-Q on file with the Securities and Exchange Commission.


        
                              FRESH CHOICE, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                (Unaudited)
                      
        
                                            Fourth Quarter Ended
                                     Dec. 31, 1995       Dec. 25, 1994
                                      (17 weeks)           (16 weeks)
        
        NET SALES                      $ 26,511  100.0%    $ 23,944  100.0%
        
        COSTS AND EXPENSES:
         Cost of sales                    7,313   27.6%       6,124   25.5%
         Restaurant operating expenses:
          Labor                           8,667   32.7%       7,302   30.5%
          Occupancy and other             7,869   29.7%       6,895   28.8%
         Depreciation and amortization    1,714    6.5%       1,692    7.1%
         General and administrative
          expenses                        2,583    9.6%       2,077    8.7%
        Restructuring expenses           23,932   90.3%          --     --%
        
        Total costs and expenses         52,078  196.4%      24,090  100.6%
        
        OPERATING INCOME (LOSS)         (25,567) -96.4%        (146)  -0.6%
        
        Interest income                       0    0.0%          93    0.4%
        Interest expense                    (43)  -0.2%         (53)  -0.2%
        
        Interest income (expense) - net     (43)  -0.2%          40    0.2%
        
        INCOME (LOSS) BEFORE
         INCOME TAXES                   (25,610) -96.6%        (106)  -0.4%
        
        Provision for (benefit from)
         income taxes                      (888)  -3.3%        (171)  -0.7%
        
        NET INCOME (LOSS)              $(24,722) -93.3%    $     65    0.3%
        
        Net income (loss) per common
         and equivalent share          $  (4.47)           $   0.01
        
        Shares used in computing
         per share amounts                5,529               5,534
        
        Number of restaurants:
         Open at beginning of period         58                  46
         Open at end of period               55                  51
        
                                             Fiscal Year Ended         
                                     Dec. 31, 1995       Dec. 25, 1994
                                      (53 weeks)           (52 weeks)
        
        NET SALES                      $ 84,280  100.0%    $ 76,969  100.0%
        
        COSTS AND EXPENSES:
         Cost of sales                   23,059   27.4%      20,070   26.1%
         Restaurant operating expenses:
          Labor                          27,375   32.5%      22,640   29.4%
          Occupancy and other            26,163   31.0%      19,004   24.7%
         Depreciation and amortization    5,731    6.8%       4,647    6.0%
         General and administrative
          expenses                        8,341    9.9%       5,942    7.7%
        Restructuring expense            23,932   28.4%          --     --%
        
        Total costs and expenses        114,601  136.0%      72,303   93.9%
        
        OPERATING INCOME (LOSS)         (30,321) -36.0%       4,666    6.1%
        
        Interest income                      53    0.1%         406    0.5%
        Interest expense                   (183)  -0.2%        (190)  -0.2%
        
        Interest income (expense) - net    (130)  -0.1%         216    0.3%
        
        INCOME (LOSS) BEFORE INCOME
         TAXES                          (30,451) -36.1%       4,882    6.4%
        
        Provision for (benefit from)
         income taxes                  $ (2,655)  -3.1%      $1,684    2.2%
        
        NET INCOME (LOSS)              $(27,796) -33.0%      $3,198    4.2%
        
        Net income (loss) per common
         and equivalent share          $  (5.05)             $ 0.58
        
        Shares used in computing per
         share amounts                    5,504               5,544
        
        Number of restaurants:
         Open at beginning of period         51                  36
         Open at end of period               55                  51
        
                             FRESH CHOICE, INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                         (Dollars in thousands)
        
                                                 Dec. 31,      Dec. 25,
                                                   1995          1994
                                               (Unaudited)
        ASSETS
        
        CURRENT ASSETS:
         Cash and cash equivalents                     $ 1,294       $ 1,542
         Short-term investments                             --         4,639
         Receivables                                       207         1,006
         Inventories                                       465           557
         Pre-opening costs                                 117           925
         Refundable income taxes                         1,602           255
         Prepaid expenses and other current assets         686           666
         Total current assets                            4,371         9,590
        
        PROPERTY AND EQUIPMENT, net                     31,983        47,667
        
        LEASE ACQUISITION COSTS, net                       630           830
        
        DEPOSITS AND OTHER ASSETS                          322           441
        
        TOTAL                                         $ 37,306      $ 58,528
        
        LIABILITIES AND STOCKHOLDERS' EQUITY
        
        CURRENT LIABILITIES:
         Accounts payable                             $  2,909      $  3,189
         Accrued salaries and wages                      1,120         1,009
         Sales tax payable                                 627           895
         Restructuring reserve                           5,266            --
         Other accrued expenses                          2,955           885
         Income taxes                                       --           231
         Current portion of capital lease obligations      406           384
        
         Total current liabilities                      13,283         6,593
        
        CAPITAL LEASE OBLIGATION                            89           495
        
        DEFERRED INCOME TAXES                               --           795
        
        OTHER LONG TERM OBLIGATIONS                      1,643         1,309
        
        Total Liabilities                               15,015         9,192
        
        STOCKHOLDERS' EQUITY
        Preferred stock, $.001 par value; 250,000
         shares authorized; none outstanding                        
        Common stock - $.001 par value; 7.5 million
         shares authorized; shares outstanding:
         1995 - 5,582,449;
         1994 - 5,478,470                               41,619        40,921
        
        Unrealized loss on investments
        --           (53)
        Retained earnings (deficit)                    (19,328)        8,468
        Total stockholders' equity                      22,291        49,336
        
        TOTAL                                         $ 37,306      $ 58,528

        CONTACT:  Fresh Choice, Inc.;
                  Charles A. Lynch, 408/986-8661


GIANT GROUP, LTD.         February 22, 1996
        


            The following letter was sent to William P. Foley, chairman and
        chief executive officer of Fidelity National Financial on Feb. 22.
        It is signed by Terry Christensen of the law firm Christensen,
        White, Miller, Fink, Jacobs, Glaser & Shapiro on behalf of Giant
        Group, Ltd.
        

        
        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 interest 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 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, and 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
        an "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.
            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 benefited 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 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 assertions,
        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 Shareholder 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
        understands 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
        that "great" investment for all the Giant shareholders so that one
        shareholder - Fidelity - can profit.

        
        Very Truly yours,
   

     
        /s/
        Terry Christensen
      




Whitlock Corp. seeks Chapter 11 protection


            NORTHLAKE, Ill. -- Feb. 22, 1996 -- href="chap11.whitlock.html">The Whitlock
        Corp.
and Apex Automotive Warehouse, L.P. (collectively the
        ``company'') Thursday filed for Chapter 11 protection under the
        federal bankruptcy code.  
        


            The company is comprised of Apex, its wholesale arm, and the
        Giant, Whitlock and Strum Auto Supply stores, a chain of 80
        aftermarket stores in six states.  The filing became necessary due
        to financial pressures brought on by the company's purchase of the
        retail stores in January 1995, the circumstances as to which
        litigation is pending.  
        


            The cases were filed in the U.S. Bankruptcy Court for the
        Northern District of Illinois before bankruptcy Judge Erwin Katz.
        The company is represented by Jonathan Backman of Gould & Ratner.

        
            The company will continue daily operations, and its current
        lender has agreed to provide new financing to allow the company to
        provide the best products, pricing and services to its customers.
        The company will continue in its quest to take the frustration out
        of auto parts shopping, as communicated in its corporate slogan:
        ``We Know What Drives You.''
   


        CONTACT:  Laura Gershowitz, 708/562-7140, x415 or 312/989-0311