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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. 13)
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
April 5, 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 March 6,
1996.
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. 13 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:
(O) On April 3, 1996, in response to Fidelity's letter urging the
Company to comply with its legal and fiduciary obligations to timely call and
convene its 1996 Annual Meeting of Stockholders set forth in the Annual Meeting
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 "Company Response Letter"). The Company Response Letter
states that the delay in noticing the Company's 1996 Annual Meeting of
Stockholders is due to the Company's attempt to depose Mr. Foley, as part of
the Company's effort to enjoin the voting of Fidelity's shares of Common Stock.
A copy of the Company Response Letter is attached as Exhibit 99.14 hereto and
is incorporated herein by reference.
In reply to the Company Response Letter, on April 5, 1996, Fidelity
delivered a letter from Mr. William P. Foley, II, Fidelity's Chairman and Chief
Executive Officer, to Mr. Burt Sugarman, the Company's Chairman and Chief
Executive Officer (the "Fidelity Letter"), again urging the Company to comply
with its legal and fiduciary obligations and promptly call and convene the
Company's 1996 Annual Meeting of Stockholders. The Fidelity Letter states that
the Company's failure to timely call and convene the Company's 1996 Annual
Meeting serves only to delay the right of the Company's stockholders to be
heard on the subject of Fidelity's merger proposal and the Company's latest
proposed exchange offer for Rally's. A copy of the Fidelity Letter is attached
as Exhibit 99.15 hereto and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following:
99.14 The Company Response Letter dated April 3, 1996 from Mr. Terry
Christensen to Mr. William P. Foley, II
99.15 The Fidelity Letter dated April 5, 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 8, 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 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 8, 1996
/s/ WILLIAM P. FOLEY, II
---------------------------
William P. Foley, II
Page 6 of 9 Pages
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EXHIBIT INDEX
<TABLE>
<S> <C>
99.14 Annual Meeting Response Letter dated April 3, 1996 from
Mr. Terry Christensen to Mr. William P. Foley, II Page 8
99.15 The Fidelity Letter dated April 5, 1996 from Mr. William P.
Foley, II to Mr. Burt Sugarman Page 9
</TABLE>
Page 7 of 9 Pages
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EXHIBIT 99.14
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
April 3, 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 to respond to your letter of March 29, 1996 directed
to Mr. Burt Sugarman.
First, with respect to your references to Fidelity's accumulation of
the stock of GIANT GROUP, INC. ("GIANT") and the merger proposal you submitted
to GIANT, the complaint filed by GIANT on December 19, 1995 and our letter to
you dated February 22, 1996 speak to both of these points and no more needs to
be said.
You also express concern about a possible delay of GIANT's annual
meeting. This delay has been caused directly by your obvious reluctance to sit
down and be deposed on the facts surrounding the accumulation of GIANT stock by
you, Mr. Davenport, the clients of both Mr. Davenport and Bob Martyn, the
trading back and forth between the accounts that took place, the trading on
confidential information and the various other violations that took place.
GIANT has the right to obtain this testimony as part of its effort to enjoin
the voting of the improperly obtained stock.
Despite the problems caused by this delay, GIANT will of course, fully
comply with applicable law in connection with its annual meeting.
Sincerely,
/s/ TERRY CHRISTENSEN
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TC/pl
Page 8 of 9 Pages
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EXHIBIT 99.15
[LETTERHEAD OF FIDELITY NATIONAL FINANCIAL, INC.]
April 5, 1996
VIA FAX 310-273-5259
AND FEDERAL EXPRESS
Mr. Burt Sugarman
Chairman and Chief Executive Officer
Giant Group, Ltd.
150 El Camino Drive, Suite 303
Beverly Hills, California 90212
Dear Mr. Sugarman:
Mr. Christensen's letter dated April 3, 1996 states that your
reluctance to schedule Giant's 1996 Annual Meeting of Stockholders is based
upon a litigation strategy to enjoin Fidelity's right to vote its shares of
Giant stock at the meeting. Without arguing the merits of any claim for such
an injunction, we wish to point out that any dispute that you may have as to
Fidelity's voting rights can and should be resolved without further delay of
Giant's annual meeting. As you are well aware, adequate remedies exist and are
available to the court should there eventually be any question as to the rights
of any Giant stockholder to vote at the annual meeting.
Your failure to timely call and convene Giant's annual meeting serves
only to delay the right of Giant's stockholders to be heard on the subject of
Fidelity's merger proposal and Giant's latest proposed exchange offer for
Rally's. As a director of Giant your fiduciary duty is to act in the best
interests of Giant's stockholders. Part of this fiduciary duty is to give
stockholders an opportunity to vote and be heard by Giant's directors at a
timely convened annual meeting. Fidelity once again, urges that the Giant
Board comply with its legal and fiduciary obligations and promptly call and
convene Giant's 1996 Annual Meeting of Stockholders.
Sincerely yours,
FIDELITY NATIONAL FINANCIAL, INC.
/s/ WILLIAM P. FOLEY, II
---------------------------------
William P. Foley, II
Chairman of the Board and
Chief Executive Officer
WPFII/rms
Page 9 of 9 Pages
