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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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
March 29, 1996
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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 / /.
Page 1 of 9 Pages
Exhibit Index on Page 7
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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: 705,489
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 705,489
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 705,489
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.8(1)
(14) TYPE OF REPORTING PERSON: CO
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(1) 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 9 Pages
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CUSIP NO.: 374503 1 10 0
(1) NAME OF REPORTING PERSON:
William P. Foley, II(2)
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: 0(3)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 0(3)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0(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): 0
(14) TYPE OF REPORTING PERSON: IN
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(2) 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.
(3) Mr. Foley disclaims beneficial ownership of 705,489 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.
Page 3 of 9 Pages
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This Amendment No. 12 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:
(N) On March 29, 1996, Fidelity delivered a letter from Mr.
William P. Foley, II, Fidelity's Chairman of the Board and Chief Executive
Officer, to Mr. Burt Sugarman, the Company's Chairman of the Board and Chief
Executive Officer (the "Annual Meeting Letter"), urging the Company to comply
with its legal and fiduciary obligations to timely call and convene its 1996
annual meeting of stockholders. A copy of the Annual Meeting Letter is
attached as Exhibit 99.13 hereto and is incorporated herein by reference. The
Annual Meeting Letter stated that, in 1995, the Company notified the New York
Stock Exchange of its annual meeting record date on February 28, 1995, with a
record date of March 20, 1995, a proxy mailing date of April 6, 1995 and a
meeting date of May 12, 1995. Fidelity believes this delay in calling the
Company's 1996 annual meeting is further evidence of the Company's management's
attempt to disenfranchise the Company's stockholders. Fidelity stated that, in
light of the proposed Exchange Offer and the rejection of Fidelity's merger
proposal by the Company's Board without the consultation or approval of the
Company's stockholders, Fidelity believes it is incumbent on the Company's
Board to timely call and convene its annual meeting.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following:
99.13 Annual Meeting Letter dated March 29, 1996 from Mr. William P.
Foley, II to Mr. Burt Sugarman
Page 4 of 9 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.
April 3, 1996
FIDELITY NATIONAL FINANCIAL, INC.
By: /s/ WILLIAM P. FOLEY, II
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Name: William P. Foley, II
Title: Chairman of the Board and
Chief Executive Officer
Page 5 of 9 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.
April 3, 1996
/s/ WILLIAM P. FOLEY, II
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William P. Foley, II
Page 6 of 9 Pages
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
99.13 Annual Meeting Letter dated March 29, 1996 from
Mr. William P. Foley, II to Mr. Burt Sugarman Page 8
</TABLE>
Page 7 of 9 Pages
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EXHIBIT 99.13
[FIDELITY NATIONAL FINANCIAL, INC. LETTERHEAD]
March 29, 1996
Mr. Burt Sugarman
Giant Group Ltd.
150 El Camino Drive
Suite 303
Beverly Hills, CA 90212
Dear Mr. Sugarman:
As you know, Fidelity has become a significant stockholder of Giant
over the past several months and has submitted to you and your Board of
Directors a merger proposal designed to significantly enhance the value of
Giant stock to all Giant stockholders. In rejecting our proposal you have
ignored the benefits of a merger to the Giant stockholders.
On March 1, 1996, in accordance with a by-law adopted recently by
Giant's Board, Fidelity delivered to Giant notice of our intention to nominate
a slate of directors for election at Giant's 1996 Annual Meeting of
Stockholders. While Fidelity has scrupulously adhered to its obligation to
deliver advance notice of its intention to nominate directors, Giant has
ignored its obligation to its stockholders to timely notice and convene its
1996 annual meeting.
As you know, Giant is now over one month behind last years schedule in
noticing its annual meeting. Last year, Giant notified the New York Stock
Exchange of its annual meeting record date on February 28, 1995, with a record
date of March 20, 1995, a proxy mailing date of April 6, 1995 and a meeting
date of May 12, 1995. Fidelity believes this delay in calling your 1996
Page 8 of 9 Pages
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Mr. Burt Sugarman
March 29, 1996
Page 2
annual meeting is further evidence of management's attempt to disenfranchise
Giant's stockholders. In light of the proposed Rally's exchange offer and the
rejection of our merger proposal by Giant's Board without the consultation or
approval of Giant's stockholders, Fidelity believes it is incumbent on you and
your Board to timely call and convene your annual meeting.
Accordingly, Fidelity hereby requests that the Giant Board comply with
its legal and fiduciary obligations and promptly call and convene Giant's 1996
Annual Meeting of Stockholders. We await your response.
Sincerely yours,
FIDELITY NATIONAL FINANCIAL, INC.
/s/ WILLIAM P. FOLEY, II
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William P. Foley, II
Chairman and Chief
Executive Officer
Page 9 of 9 Pages
