<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)..............January 25, 1996
GIANT GROUP, LTD.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-4323 23-0622690
- ---------------------------- ------------------------ ----------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
150 El Camino Drive, Suite 303
Beverly Hills, California 90212
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code..............(310) 273-5678
Not applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 3
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant
(a) On January 29, GIANT GROUP, LTD. engaged the accounting firm of Arthur
Andersen LLP as independent accountants for the registrant to perform all
procedures related to the 1995 year-end audit. Arthur Andersen LLP are
the independent accountants for Rally's Hamburgers, Inc., of which GIANT
GROUP, LTD. owns 48% of its outstanding stock. The work of Coopers &
Lybrand L.L.P. was terminated effective January 25, 1996. The decision to
change accountants was approved by the Audit Committee of the Board of
Directors.
(b) During the two most recent fiscal years and subsequent interim period
prior to January 25, 1996, there have been no disagreements with Coopers &
Lybrand L.L.P. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure or any
reportable events.
(c) Coopers & Lybrand L.L.P.'s report on the financial statements for the past
two years contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles.
(d) The registrant has requested that Coopers & Lybrand L.L.P. furnish it with
a letter addressed to the SEC stating whether it agrees with the above
statements. A copy of their letter to the SEC, dated January 29, 1996,
is filed as Exhibit 1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit 1. Letter from Coopers & Lybrand L.L.P. to the Securities &
Exchange Commission.
Page 2 of 3
<PAGE> 3
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 hereunto duly authorized.
Date: January 29, 1996 GIANT GROUP, LTD., a Delaware corporation
by: CATHY WOOD
--------------------------
Cathy Wood
Vice President and Chief Financial
Officer
Page 3 of 3
<PAGE> 1
EXHIBIT 1
(COOPERS & LYBRAND LETTERHEAD)
January 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Giant Group, Ltd. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of January 1996. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
