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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Giant Group, Ltd.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
374503 1 10 0
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(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
November 29, 1995
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(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 /x/.
Page 1 of 11 Pages
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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: 424,589(1)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 424,589(1)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 424,589(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): 8.4(2)
(14) TYPE OF REPORTING PERSON: CO
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(1) Fidelity disclaims beneficial ownership of 10,000 shares of Common Stock
held by William P. Foley, II. Mr. Foley owns 20.7% 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 5,057,735 shares of Common Stock outstanding at November 8, 1995.
Page 2 of 11 Pages
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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 424,589 shares of Common Stock
held by Fidelity. Mr. Foley owns 20.7% 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 5,057,735 shares of Common Stock outstanding at November 8, 1995.
Page 3 of 11 Pages
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, par value $0.01 per share (the
"Common Stock"), of Giant Group, Ltd., a Delaware corporation (the "Company"),
with its principal executive offices located at 150 El Camino Drive, Suite 303,
Beverly Hills, California 90212.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Fidelity National Financial, Inc., a
Delaware corporation ("Fidelity"), and by Mr. William P. Foley, II, a citizen
of the United States of America ("Mr. Foley"). Mr. Foley is the Chairman of
the Board and Chief Executive Officer of Fidelity and he owns 20.7% of the
outstanding shares of Common Stock of Fidelity. Mr. Foley is a "controlling
person" of Fidelity. The principal executive offices of Fidelity are located
at 17911 Von Karman Avenue, Irvine, California 92714. Fidelity is a national
underwriter engaged in the business of issuing title insurance policies and
performing other title-related services through its underwriting subsidiaries.
Information regarding the directors and executive officers of Fidelity
(including Mr. Foley) is set forth on Schedule I attached hereto, which
Schedule is hereby incorporated by reference. Except as set forth on Schedule
I, all of the directors and executive officers of Fidelity are citizens of the
United States.
During the last five years, neither Fidelity nor, to the best
knowledge of Fidelity, any person named in Schedule I attached hereto
(including Mr. Foley) has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 434,589 shares of Common Stock to which this Statement relates,
(a) 319,100 of such shares were purchased by Fidelity with general working
capital funds of Fidelity during the period between July 12, 1995 and December
7, 1995, for an aggregate purchase price of $2,246,662.50 (net of brokerage
commissions), (b) 105,489 of such shares were purchased between August 9, 1995
and December 8, 1995 by a wholly-owned subsidiary of Fidelity with general
working capital funds, for an aggregate purchase price of $737,670.25 (net of
brokerage commissions), and (c) 10,000 of such shares were purchased by Mr.
Foley with his
Page 4 of 11 Pages
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personal funds on September 27, 1995 for an aggregate purchase price of $72,500
(net of brokerage commissions).
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchase by Fidelity of the shares of Common Stock
referred to above is to acquire a significant equity position in the Company.
Fidelity does not consider itself a passive investor and should not be regarded
as such. Mr. Foley purchased the shares of Common Stock referred to above for
investment purposes and will act with respect to such shares in the same manner
as Fidelity acts.
Subject to applicable legal requirements and the factors referred to
below, Fidelity presently intends to purchase additional shares of Common Stock
from time to time in open market or privately negotiated transactions, but it
may determine at any time to dispose of all or a portion of its shares of
Common Stock. In determining whether to purchase additional shares or to
dispose of its shares, and in formulating any plan or proposal with respect to
any transaction between Fidelity and the Company, Fidelity intends to consider
and review various factors on a continuous basis, including the Company's
financial condition, business and prospects, other developments concerning the
Company, the reaction of the Company and its shareholders to Fidelity's
ownership of Common Stock, the price and availability of shares of Common
Stock, other investment and business opportunities available to Fidelity,
developments with respect to Fidelity's business, and general economic,
monetary and stock market conditions.
Except as otherwise described herein, neither Fidelity nor Mr. Foley
has any plan or proposal with respect to the Company which relates to or would
result in any of the matters listed in Items 4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 8, 1995, Fidelity was the beneficial owner of
424,589 shares of Common Stock, which constitute in the aggregate 8.4% of the
outstanding shares of Common Stock (based on 5,057,735 shares of Common Stock
outstanding as of November 8, 1995, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1995). As of
the close of business on such date, Mr. Foley was the beneficial owner of
10,000 shares of Common Stock, which constitute in the aggregate .2% of the
outstanding shares of Common Stock. Mr. Foley disclaims beneficial ownership
of the 424,589 shares of Common Stock beneficially owned by Fidelity and
Fidelity disclaims beneficial ownership of the 10,000 shares of Common Stock
beneficially owned by Mr. Foley.
Except as described in the preceding paragraph, neither Fidelity nor,
to the best knowledge of Fidelity, any of
Page 5 of 11 Pages
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the persons referred to in Schedule I attached hereto beneficially owns any
shares of Common Stock.
(b) Fidelity has the sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock owned by it.
Mr. Foley has the sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock owned by him.
(c) Transactions in the Common Stock by Fidelity and Mr. Foley
effected during the past 60 days are described in Schedule II hereto, which
Schedule is hereby incorporated by reference. All such transactions were
effected by Fidelity and Mr. Foley in the open market on the New York Stock
Exchange.
(d) Fidelity has the sole right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
owned by it.
Mr. Foley has the sole right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock owned by him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, neither Mr. Foley, Fidelity nor
any other person referred to in Schedule I attached hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not
limited to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 6 of 11 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.
December 8, 1995
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 7 of 11 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.
December 8, 1995
/s/ WILLIAM P. FOLEY, II
--------------------------
William P. Foley, II
Page 8 of 11 Pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The names, present principal occupations and business addresses of the
directors and executive officers of the Reporting Person are set forth below.
If no address is given, the director's or executive officer's business address
is that of Fidelity National Financial, Inc. (the "Reporting Person"). Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to the Reporting Person. Each of the named individuals is a citizen of
United States.
DIRECTORS OF FIDELITY:
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William P. Foley, II, Chairman of the Board, and Chief Executive Officer.
Frank P. Willey, President.
William A. Imparato, General Partner, Parkwest Development Company, 1515 East
Missouri Building A, Phoenix, AZ 85014.
Donald M. Koll, Chairman and Chief Executive Officer, The Koll Company, 4343
Von Karman Avenue, Newport Beach, CA 92660.
Daniel D. (Ron) Lane, Chairman and Chief Executive Officer, Lane/Kuhn Pacific,
Inc., 14 Corporate Plaza, Newport Beach, CA 92660.
Stephen C. Mahood, Stephen C. Mahood Investments, 500 Crescent Court, Suite
270, Dallas, TX 75201.
J. Thomas Talbot, Owner, The Talbot Company, 500 Newport Center Drive, Suite
900, Newport Beach, CA 92660.
Cary H. Thompson, Managing Director, Nat West Markets, 350 South Grand Avenue,
Suite 3900, Los Angeles, CA 90071.
EXECUTIVE OFFICERS OF FIDELITY:
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William P. Foley, II, Chairman of the Board and Chief Executive Officer.
Frank P. Willey, President.
Carl A. Strunk, Executive Vice President, Chief Financial Officer and
Treasurer.
Page 9 of 11 Pages
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Andrew F. Puzder, Executive Vice President and General Counsel.
Patrick F. Stone, Executive Vice President.
M'Liss Jones Kane, Senior Vice President, Corporate Counsel and Corporate
Secretary.
Raymond R. Quirk, Vice President.
Gary R. Nelson, Vice President.
Page 10 of 11 Pages
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SCHEDULE II
Schedule of Transactions in the Shares
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<TABLE>
<CAPTION>
No. of Shares Price Per
Date Purchased Share(1)
---- ------------- ---------
<S> <C> <C> <C>
FIDELITY:
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07/12/95 17,000 $7.500
07/13/95 5,000 7.500
07/19/95 6,500 7.500
07/20/95 3,000 7.500
07/20/95 2,000 7.375
07/20/95 1,000 7.375
08/09/95 59,000(2) 6.625
09/11/95 40,000 7.125
09/18/95 5,000 7.125
09/22/95 5,000 7.375
09/26/95 1,600 7.250
09/27/95 8,000 7.250
09/28/95 3,600 7.250
10/03/95 5,000 7.375
10/04/95 5,000 7.500
10/09/95 73,000 7.500
11/28/95 10,000 6.375
11/29/95 41,000 6.375
11/30/95 6,000 6.375
11/30/95 500 6.375
12/01/95 6,000 6.625
12/01/95 50,000 6.500
12/05/95 1,000 6.875
12/05/95 13,000 7.250
12/05/95 20,489(2) 7.250
12/06/95 4,100 7.250
12/07/95 800 7.250
12/07/95 1,000 7.375
12/07/95 2,000 7.500
12/07/95 3,000 7.625
12/08/95 26,000(2) 7.625
MR. FOLEY:
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09/27/95 10,000 7.250
</TABLE>
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(1) Net of brokerage commissions.
(2) Purchase by Fidelity's wholly-owned subsidiary.
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