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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Giant Group, Ltd.
-----------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
374503 1 10 0
(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
February 14, 1996
-----------------
(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 14 Pages
Exhibit Index on Page 8
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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: 695,489(1)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 695,489(1)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 695,489(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): 14.6(2)
(14) TYPE OF REPORTING PERSON: CO
____________________
(1) Fidelity disclaims beneficial ownership of 10,000 shares of Common Stock
held by William P. Foley, II. 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.
(2) 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 14 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 695,489 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.
(4) 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 3 of 14 Pages
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This Amendment No. 8 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 3. SOURCE AND AMOUNT OF FUNDS OR OTEHR CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended in its entirety to read
as follows:
Of the 705,489 shares of Common Stock to which this Statement
relates, (a) 575,000 of such shares were purchased by Fidelity with general
working capital funds of Fidelity during the period between July 13, 1995 and
February 14, 1996, for an aggregate purchase price of $4,592,787.50 (net of
brokerage commissions), (b) 120,489 of such shares were purchased between
August 9, 1995 and January 4, 1996 by wholly-owned subsidiaries of Fidelity
with general working capital funds, for an aggregate purchase price of
$872,670.25 (net of brokerage commissions), and (c) 10,000 of such shares were
purchased by Mr. Foley with his personal funds on September 27, 1995 for an
aggregate purchase price of $72,500 (net of brokerage commissions).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the following:
(I) On February 7, 1996, as disclosed in 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 (the "Sugarman
13D"), Burt Sugarman exercised options to acquire 300,000 shares of Common
Stock for an aggregate exercise price of $2,025,000 or $6.75 per share. Such
options were previously granted to him by the Company under its 1985
Non-Qualified Stock Option Plan. As of the close of business on February 7,
1996 the closing sales price of the Common Stock, reported by the New York
Stock Exchange, was $8.125 per share. According to the Sugarman 13D, as of the
close of business on February 7, 1996, 4,778,385 shares of Common Stock were
outstanding, after giving effect to the exercise of the options.
(J) On February 14, 1996, Fidelity delivered a letter from William
P. Foley, II, Fidelity's Chairman and Chief Executive Officer, to Burt
Sugarman, the Company's Chairman and Chief Executive Officer (the "Offer
Letter"), setting forth a proposal by Fidelity to effect a merger in which
Fidelity would acquire the Company. Under the proposal, the Company's
stockholders would receive shares of Fidelity common stock worth $12.00 per
share of Common Stock, subject to a collar to be negotiated. Fidelity
conditioned its offer on the Company abandoning the Exchange Offer. The Offer
Letter stated Fidelity's strong preference is to complete a friendly,
negotiated merger transaction. However, the letter indicated that if
discussions with the Company do not prove fruitful, Fidelity may pursue any
alternative available to it. Such alternatives may include soliciting proxies
in connection with the Company's 1996 annual meeting of stockholders to take
control of the Company's Board with individuals committed to completing the
transaction described in the Offer Letter or, if such a transaction cannot be
consummated, considering a liquidation of the Company.
A copy of the Offer Letter is attached as Exhibit 99.7 hereto and is
incorporated herein by reference. A copy of a press release issued by Fidelity
on February 15, 1996 announcing the delivery of the Offer Letter is attached as
Exhibit 99.8 hereto and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended to add the following:
As of the close of business on February 14, 1996, Fidelity was the
beneficial owner of 695,489 shares of Common Stock, which constitute in the
aggregate 14.6% of the outstanding shares of Common Stock (based on 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). 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 695,489 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.
Schedule II to the Schedule 13D, a copy of which is attached hereto
and which Schedule is hereby incorporated by reference, has been amended to
reflect purchases of additional shares of Common Stock by Fidelity since the
filing of Amendment No. 7 to the Schedule 13D on January 29, 1996. All such
transactions were effected by Fidelity in the open market on the New York Stock
Exchange.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following:
99.7 Offer Letter dated February 14, 1996 from William P. Foley, II to
Burt Sugarman.
99.8 Press Release issued by Fidelity on February 15, 1996
Page 4 of 14 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.
February 15, 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 14 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.
February 15, 1996
/s/ WILLIAM P. FOLEY, II
-----------------------------
William P. Foley, II
Page 6 of 14 Pages
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SCHEDULE II
Schedule of Transactions in the Shares
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<TABLE> No. of Shares Price Per
Date Purchased Share(1)
-------- ------------- ---------
<S> <C> <C> <C>
FIDELITY:
02/14/96 45,000 10.380
</TABLE>
- ------------------
(1) Net of brokerage commissions.
Page 7 of 14 Pages
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
99.7 Offer Letter dated February 14, 1996 from
William P. Foley, II to Burt Sugarman. Page 9
99.8 Press Release issued by Fidelity
on February 15, 1996 Page 13
</TABLE>
Page 8 of 14 Pages
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EXHIBIT 99.7
[LETTERHEAD OF FIDELITY NATIONAL FINANCIAL, INC.]
February 14, 1996
Mr. Burt Sugarman
Chairman and Chief Executive Officer
Giant Group, Ltd.
150 El Camino Drive, Suite 303
Beverly Hills, California 90212
Dear Mr. Sugarman:
As you know, Fidelity National Financial has become one of Giant
Group's largest stockholders. As such, we are very troubled by several recent
actions orchestrated to entrench management's power at the expense of diluting
stockholders' equity. These actions reflect a pattern of self-dealing not in
the best interests of Giant and its stockholders.
Consider the following:
o Most troubling is Giant's proposed offer to exchange a new series of
$9.00 liquidation preference, participating, non-voting preferred
stock for common stock of Rally's Hamburgers. By offering preferred
stock rather than common stock, you will maintain your voting
percentage while giving the preferred stockholders a "double dip" --
both a $9.00 preference (more than the current price of the common
stock) and then an equal sharing with the common stock -- with
respect to the equity of Giant upon liquidation. What possible
benefit can there be to Giant stockholders in structuring the
exchange offer so as to make a future sale of assets, merger or
other business combination or liquidation economically unattractive?
The proposed exchange ratio represents a 39% premium over the
trading price of Rally's common stock immediately prior to the
announcement of the exchange offer. Given the yearly operating
losses Rally's has
Page 9 of 14 Pages
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Mr. Burt Sugarman
February 14, 1996
Page 2
been incurring beginning with the fiscal year ended January 2,
1994, such a premium is unwarranted. This premium belongs to
Giant's common stockholders.
Moreover, the premium underscores the detrimental effect on Giant of
Rally's recent repurchase of $22 million face value of its debt from
Giant. In effect, Giant improved Rally's financial position by
consenting to the debt repurchase, and then offered a premium to
Rally's stockholders at the expense of Giant stockholders.
In light of the foregoing, it is not surprising that you have
structured the exchange offer with a non-voting preferred stock in
order to circumvent the requirement of your New York Stock Exchange
listing agreement that Giant stockholder approval be obtained for
material issuances of voting securities. Nevertheless, your
stockholders deserve a say on this important matter. The
significant dilution to common stockholders that will result if the
exchange offer proceeds, as well as your participation on both sides
of the transaction as a stockholder and director of each of Giant
and Rally's, make it incumbent upon your Board -- under Delaware law
and the principles underlying the NYSE's stockholder approval policy
-- to seek stockholder approval prior to commencing the exchange
offer.
o Giant's repurchases of its common stock came at a time when the
market price was approaching its 52-week high -- due to Fidelity's
purchases. These purchases increased your voting power while
reducing Giant's assets.
o Normally, a stockholder rights plan is meant to level the playing
field for all potential suitors. However, Giant's adoption of a
stockholder rights plan, when viewed in conjunction with Giant's
repurchase of its common stock, reveals your true purpose: to use
the poison pill to impede third parties from acquiring significant
blocks of Giant stock while increasing your voting power.
None of these recent actions has or will enhance the value of
Giant's stock. Rather, they only serve to consolidate your power and
discourage others from pursuing legitimate transactions with Giant. As such,
they serve no legitimate business purpose of Giant and represent nothing more
than defensive entrenchment reactions.
Page 10 of 14 Pages
<PAGE> 3
Mr. Burt Sugarman
February 14, 1996
Page 3
In view of these developments, and before you take any further
actions detrimental to Giant stockholders that cannot be remedied, we are
compelled to make the following offer to you and the other members of Giant's
Board. Fidelity is ready and willing to effect a merger in which Fidelity
would acquire Giant and Giant stockholders would receive Fidelity common stock
worth $12.00 per Giant share, subject to a collar to be negotiated. However,
please be aware that Fidelity's offer is contingent on Giant abandoning its
proposed exchange offer with Rally's.
Our proposal represents an opportunity for Giant stockholders to
realize extraordinary value for their shares. Our proposed purchase price
represents nearly a 100% premium over the unaffected trading price of Giant
stock in November 1995, prior to the time that Fidelity's buying program became
most active. In addition, Giant's stockholders would benefit from owning a
more actively traded stock and participating in the future growth of Fidelity
which, unlike Giant, is truly an operating entity. For these reasons, we
believe it would be mutually desirable and advantageous if you would give us
the opportunity to negotiate a definitive merger agreement with you and your
Board embodying the terms of our offer. We trust and expect that the Board
will give our offer a fair review, keeping in mind its fiduciary duties and the
best interests of Giant's other stockholders.
The change of control provision contained in Rally's indenture with
respect to its 9-7/8% Senior Notes should not pose an impediment to our
proposed transaction. Since the indenture already contains an exception for
your individual stock ownership in Giant, we ought to be able to negotiate a
similar exception for Fidelity. Rally's noteholders, the only legitimate
beneficiaries of the change of control provision, should in fact welcome an
acquisition of Giant by Fidelity.
Our strong preference is to complete a friendly, negotiated
transaction. However, if our discussions with your Board do not prove
fruitful, we reserve the right to take our case directly to Giant stockholders.
This might include soliciting proxies in connection with Giant's 1996 annual
meeting of stockholders to take control of the Board with individuals committed
to facilitating our proposed transaction. If such a transaction could not
thereafter be completed due to the opposition of Rally's noteholders, or
otherwise, our nominees would consider seeking a liquidation of Giant, which is
another reason for not acting on the exchange offer with Rally's until Giant's
stockholders can fully express their informed opinions at a meeting to review
the transaction or at the 1996 annual meeting of stockholders.
Page 11 of 14 Pages
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Mr. Burt Sugarman
February 14, 1996
Page 4
You should be aware that we are obligated under the federal
securities laws to file this letter as an exhibit to an amendment to our
Schedule 13D. Accordingly, this letter will become public shortly. However,
please be assured that all aspects of our proposal are open for negotiation.
We are prepared to negotiate in good faith and to conclude a transaction that
we believe will be enthusiastically supported by Giant's Board, stockholders,
management, employees and other constituencies.
Since this matter is of the utmost importance, we must ask that you
respond to our proposal no later than the close of business on Wednesday,
February 21, 1996, at which time our offer will expire.
I look forward to hearing from you.
Very truly yours,
/s/ WILLIAM P. FOLEY, II
------------------------------
William P. Foley, II
Chairman and
Chief Executive Officer
cc: Terry Christensen
David Gotterer
Robert Wynn
Page 12 of 14 Pages
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EXHIBIT 99.8
HEADLINE: FIDELITY NATIONAL FINANCIAL INC. SUBMITS PROPOSAL TO ACQUIRE GIANT
GROUP, LTD.
DATELINE: IRVINE, CALIF., FEBRUARY 15, 1996
BODY:
Fidelity National Financial Inc. (NYSE: FNF), one of the nation's
leading title insurance underwriters, announced today that it has submitted a
proposal to the Board of Directors of Giant Group, Ltd. to acquire Giant Group.
(NYSE: GPO). Under the proposal, Giant stockholders would receive Fidelity
common stock worth $12.00 per Giant share, subject to a collar to be
negotiated. Based on yesterday's closing price, the exchange ratio would be
.6857 of a Fidelity share for each Giant share. Fidelity conditioned its offer
on Giant agreeing to abandon its proposal to exchange a new series of preferred
stock for common stock of Rally's Hamburgers, Inc. Fidelity's offer is
scheduled to expire on the close of business of Wednesday, February 21, 1996.
William P. Foley II, Chairman and Chief Executive Officer of
Fidelity, stated that "We believe our proposal represents an opportunity for
Giant stockholders to realize extraordinary value for their shares. Our
proposed purchase price represents nearly a 100% premium over the unaffected
trading price of Giant stock in November 1995, prior to the time that
Fidelity's buying program became most active." Foley further explained that
"Giant's stockholders would benefit from owning a more actively traded stock
and participating in the future growth of Fidelity which, unlike Giant, is
truly an operating entity."
Fidelity, which currently owns 695,489 shares of Giant common stock,
representing approximately 14.6 percent of the outstanding shares, set forth
its proposal in a letter to Burt Sugarman, Giant's Chairman and Chief Executive
Officer. The letter stated that Fidelity's preference is to complete a
friendly, negotiated transaction. However, the letter also indicated that if
discussions with Giant's Board do not prove fruitful, Fidelity may appeal
directly to Giant's stockholders, including by soliciting proxies in connection
with Giant's 1996 annual meeting to take control of the Board with individuals
committed to facilitating Fidelity's proposed transaction or, if such a
transaction cannot be completed, considering a liquidation of Giant.
The letter also criticized several recent actions taken by Giant's
management, including stock repurchases, consenting to Rally's debt repurchase
and adoption of a poison pill antitakeover defense. In particular, Fidelity
questioned the terms of the proposed Giant exchange offer with Rally's in which
Giant has offered to pay a 39% premium for Rally's common stock despite Rally's
having incurred yearly operating losses beginning with the fiscal year ended
January 2, 1994. Fidelity challenged
Page 13 of 14 Pages
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Giant to submit the exchange offer to a vote of Giant's stockholders.
Headquartered in Irvine, Fidelity National Financial Inc. is one of
the largest national underwriters engaged in the business of issuing title
insurance and performing other title-related services in 49 states, the
District of Columbia, Puerto Rico, the Bahamas and the Virgin Islands through
its principal underwriting subsidiaries: Fidelity National Title Insurance Co.,
Fidelity National Title Insurance Co. of California, Fidelity National Title
Insurance Co. of Pennsylvania, Fidelity National Title Insurance Co. of
Tennessee and American Title Insurance Co.
CONTACT: Andrew F. Puzder, Executive Vice President and General Counsel, of
Fidelity National Financial, 714-622-5000
Page 14 of 14 Pages
